Drugmakers Pfizer Inc. and Allergan Plc are scrambling to determine whether to proceed with their plan to merge and move Pfizer’s address — but not its operations or headquarters — to lower-tax Ireland. They are taking another look after the U.S. Treasury Department issued new rules to make such “tax inversion” deals less profitable.
Both companies were mum Tuesday on what they’ll do, other than to swat swirling rumors that they’re leaning toward dropping the inversion.
But analysts and tax experts are debating whether the new, unexpectedly aggressive tax law changes issued late Monday will kill the deal.
Most are saying the new rules likely will — and that the changes and their timing are squarely aimed at preventing New York-based Pfizer, the biggest drugmaker based in the U.S., from completing its proposed $160 billion Allergan acquisition and inversion in the second half of the year.
“The Obama administration isn’t just sending a message to Pfizer, it’s sending a message to all U.S. companies contemplating inversions, and that message is ‘Don’t,” said analyst Steve Brozak, president of WBB Securities LLC.
Investors seem to view the deal as dead, and were trading shares in the two companies at a furious pace Tuesday. In late-afternoon trading, Allergan’s U.S. shares were down $41.90, or 15.1 percent, at $235.65, with more than 33 million shares traded, 11 times normal volume. Pfizer shares were up 81 cents, or 2.6 percent, at $31.53, with 253 million shares traded, or 6 ½ times average daily volume.
Tax inversions and the need to overhaul the U.S. tax structure have become a hot issue in the presidential campaign, with some candidates calling Pfizer and other companies considering them “unpatriotic.” President Obama held a news conference Tuesday afternoon, saying the Treasury rules are meant to prevent “one of the most insidious tax loopholes out there” and prevent wealthy corporations from shirking their tax responsibility.
In an inversion, a big company buys a smaller one in another country, usually with a lower tax rate, then moves the combined company’s address on paper — but little else — to that country. Allergan itself is the result of multiple inversions, and despite its Dublin address is operated from offices in Parsippany, New Jersey.
No one expects Pfizer or Allergan to announce what they’ll do soon, given the complexity of determining exactly how much of the inversion’s expected financial benefit would be wiped out by Treasury’s 300-plus pages of new regulations. Pfizer had expected to save hundreds of millions of dollars in U.S. taxes annually by doing the inversion.
However, experts disagree on what Pfizer’s Plan B will be and on Pfizer’s value and future prospects without the proposed $160 billion Allergan acquisition and inversion.
The Allergan deal is Pfizer’s third attempt at pulling off an inversion, including its failed hostile attempt to acquire Britain’s AstraZeneca PLC in 2014. Pfizer’s top management has been desperately seeking a way to quickly boost the company’s value and stock price amid years of relentless pressure from analysts and others to break up the company so growth and profits could accelerate. If that happened, Pfizer likely would spin off the established products business.
The company has a history in this century of doing mega-acquisitions that allow it to cut costs and increase sales to boost profits quickly. That has kept Pfizer among the top global drugmakers but hasn’t pleased investors enough, which ultimately led to the ouster of CEO Ian Read’s predecessor late in 2010.
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