Pfizer Inc. (PFE) Announces Termination of Proposed Combination with Allergan Plc (AGN)

Pfizer Inc. (PFE)  Announces Termination of Proposed Combination with Allergan Plc (AGN)
Allergan plc

And just like that the biggest merger ever is no more! First, Jack Lew announced that the Treasury would crack down on inversions, then President Obama made a speech attacking tax inversions. After the Treasury announcement there was a lot of debate whether Pfizer Inc. (PFE) and Allergan Plc (AGN) would still try to go ahead with the merger. Last night, David Faber announced that both firms would be cancelling the plan and now it is official. The biggest victims here? No, not the children, but merger arb hedge funds like Paulson & Co which bet a ton on Allergan stock. Below is the full press release.

Pfizer Announces Termination of Proposed Combination with Allergan

NEW YORK–(BUSINESS WIRE)–Pfizer Inc. (NYSE: PFE) today announced that the merger agreement between Pfizer and Allergan plc (NYSE: AGN) has been terminated by mutual agreement of the companies. The decision was driven by the actions announced by the U.S. Department of Treasury on April 4, 2016, which the companies concluded qualified as an “Adverse Tax Law Change” under the merger agreement.

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“As always, we remain committed to enhancing shareholder value.”

“Pfizer approached this transaction from a position of strength and viewed the potential combination as an accelerator of existing strategies,” stated Ian Read, Chairman and Chief Executive Officer, Pfizer. “We remain focused on continuing to enhance the value of our innovative and established businesses. Our most recent product launches, including Prevnar 13 in Adults, Ibrance, Eliquis and Xeljanz, have been well-received in the market, and we believe our late stage pipeline has several attractive commercial opportunities with high potential across several therapeutic areas. We also maintain the financial strength and flexibility to pursue attractive business development and other shareholder friendly capital allocation opportunities.”

“We plan to make a decision about whether to pursue a potential separation of our innovative and established businesses by no later than the end of 2016, consistent with our original timeframe for the decision prior to the announcement of the potential Allergan transaction,” continued Read. “As always, we remain committed to enhancing shareholder value.”

In connection with the termination of the merger agreement, Pfizer has agreed to pay Allergan $150 million for reimbursement of expenses associated with the transaction.

As previously announced, Pfizer plans to report its First-Quarter 2016 financial results on May 3, 2016.

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