UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 22, 2015
ALLERGAN PLC
(Exact
Name of Registrant as Specified in Charter)
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Ireland |
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001-36867 |
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98-1114402 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(Address of Principal Executive Offices)
(862) 261-7000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Item 7.01 |
Regulation FD Disclosure. |
On November 23, 2015, Allergan plc (Allergan) and Pfizer Inc.
(Pfizer) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of November 22, 2015, by and among Allergan, Pfizer and certain other parties named therein, including Watson Merger Sub Inc., a
Delaware corporation and direct wholly-owned subsidiary of Allergan. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On November 23, 2015, Allergan also provided supplemental information regarding the proposed transaction in connection with a presentation to investors. A
copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in this Item 7.01,
including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the Exchange Act), or as otherwise subject to liability of that
section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act.
No Offer or Solicitation
This communication is
not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
This communication is not intended to be
and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the 2014 Act), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time) or the
Prospectus Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act, and the Central Bank of Ireland (CBI) has not approved this communication.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction between Allergan plc (Allergan) and Pfizer Inc. (Pfizer), Allergan will file with the U.S.
Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that will include a Joint Proxy Statement of Allergan and Pfizer that also constitutes a Prospectus of Allergan (the Joint Proxy
Statement/Prospectus). Allergan and Pfizer plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF ALLERGAN AND PFIZER ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALLERGAN, PFIZER, THE TRANSACTION AND RELATED
MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Allergan and Pfizer through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Allergan by contacting Allergan Investor Relations at investor.relations@actavis.com or by calling
(862) 261-7488, and will be able to obtain free copies of the documents filed with the SEC by Pfizer by contacting Pfizer Investor Relations at Bryan.Dunn@pfizer.com or by calling (212) 733-8917.
Participants in the Solicitation
Allergan, Pfizer
and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the respective shareholders of Allergan and Pfizer in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise,
will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding Allergans directors and executive
officers is contained in Allergans proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 24, 2015, and certain of Allergans Current
Reports on Form 8-K. Information regarding Pfizers directors and executive officers is contained in Pfizers proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 12, 2015, and certain of
Pfizers Current Reports on Form 8-K.
Allergan Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Allergans anticipated future events, estimated or anticipated future results, or other
non-historical facts are forward-looking statements that reflect Allergans current perspective of existing trends and information as of the date of this communication. Forward-looking statements generally will be accompanied by words such as
such as anticipate, target, possible, potential, predict, project, forecast, outlook, guidance, expect, estimate,
intend, plan, goal, believe, hope, aim, continue, will, may, might, would, could or should or
other similar words, phrases or expressions or the negatives thereof. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results and
synergies, Pfizers, Allergans and the combined companys plans, objectives, expectations and intentions and the expected timing of completion of the transaction. It is important to note that Allergans goals and expectations
are not predictions of actual performance. Actual results may differ materially from Allergans current expectations depending upon a number of factors affecting Allergans business, Pfizers business and risks associated with
business combination transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful closing of, the proposed transaction; subsequent integration of
the Pfizer and Allergan and the ability to recognize the anticipated synergies and benefits of the proposed transaction; the ability to obtain required regulatory approvals for the transaction (including the approval of antitrust authorities
necessary to complete the transaction), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction;
the ability to obtain the requisite Pfizer and Allergan shareholder approvals; the risk that a condition to closing of the proposed transaction may not be satisfied on a timely basis or at all; the failure of the proposed transaction to close for
any other reason; risks relating to the value of the Allergan shares to be issued in the transaction; the anticipated size of the markets and continued demand for Pfizers and Allergans products; the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergans and Pfizers products; difficulties or delays in manufacturing; the risks of fluctuations
in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; the difficulty of
predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in
generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; costs and efforts to defend or enforce intellectual
property rights; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Allergans and Pfizers facilities, products and/or businesses; changes in the
laws and regulations affecting, among other things, pricing and reimbursement of pharmaceutical products; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject,
including the risk that the Internal Revenue Service disagrees that Allergan is a foreign corporation for U.S. federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in
Allergans periodic public filings with the Securities and Exchange Commission, including but not limited to Allergans Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2015, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, and from time to time in Allergans other investor communications. Except as expressly required by law, Allergan disclaims
any intent or obligation to update these forward-looking statements.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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99.1 |
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Joint Press Release, dated November 23, 2015. |
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99.2 |
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Investor Presentation, dated November 23, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Dated: November 23, 2015 |
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Allergan plc |
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By: |
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/s/ A. Robert D. Bailey |
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A. Robert D. Bailey |
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EVP, Chief Legal Officer and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Joint Press Release, dated November 23, 2015. |
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99.2 |
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Investor Presentation, dated November 23, 2015. |
Exhibit 99.1
Pfizer and Allergan to Combine
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Creates a new global biopharmaceutical leader with best-in-class innovative and established businesses |
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Enhances revenue and earnings growth profile of innovative and established businesses |
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Broadens innovative pipeline with more than 100 combined mid-to-late stage programs in development |
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Transaction expected to close in the second half of 2016 |
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Expected to be neutral to Pfizers Adjusted Diluted EPS1 in 2017, accretive beginning in calendar year 2018 and more than 10% accretive in 2019 with
high-teens percentage accretion in 20202 |
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Expect combined Operating Cash Flow in excess of $25 Billion beginning in 2018 |
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Increased financial flexibility facilitates continued investment in the United States |
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Preserves opportunity for a potential future separation of innovative and established businesses |
New York and Dublin: Pfizer Inc. (NYSE: PFE) and Allergan plc (NYSE: AGN) today announced that their boards of directors have unanimously approved, and the
companies have entered into, a definitive merger agreement under which Pfizer, a global innovative biopharmaceutical company, will combine with Allergan, a global pharmaceutical company and a leader in a new industry model Growth Pharma, in a
stock transaction currently valued at $363.63 per Allergan share, for a total enterprise value of approximately $160 billion, based on the closing price of Pfizer common stock of $32.18 on November 20, 2015. The transaction represents more than
a 30 percent premium based on Pfizers and Allergans unaffected share prices as of October 28, 2015. Allergan shareholders will receive 11.3 shares of the combined company for each of their Allergan shares, and Pfizer stockholders
will receive one share of the combined company for each of their Pfizer shares.
The proposed combination of Pfizer and Allergan will create a
leading global pharmaceutical company with the strength to research, discover and deliver more medicines and therapies to more people around the world, stated Ian Read, Chairman and Chief Executive Officer, Pfizer. Allergans
businesses align with and enhance Pfizers businesses, creating best-in-class, sustainable, innovative and established businesses that are poised for growth. Through this combination, Pfizer will have greater financial flexibility that will
facilitate our continued discovery and development of new innovative medicines for patients, direct return of capital to shareholders, and continued investment in the United States, while also enabling our pursuit of business development
opportunities on a more competitive footing within our industry.
The combination of Allergan and Pfizer is a highly strategic, value-enhancing transaction that brings
together two biopharma powerhouses to change lives for the better, said Brent Saunders, Chief Executive Officer, Allergan. This bold action is the next chapter in the successful transformation of Allergan allowing us to operate with
greater resources at a much bigger scale. Joining forces with Pfizer matches our leading products in seven high growth therapeutic areas and our robust R&D pipeline with Pfizers leading innovative and established businesses, vast
global footprint and strength in discovery and development research to create a new biopharma leader.
Under the terms of the proposed transaction,
the businesses of Pfizer and Allergan will be combined under Allergan plc, which will be renamed Pfizer plc. The companies expect that shares of the combined company will be listed on the New York Stock Exchange and trade under the
PFE ticker. Upon the closing of the transaction, the combined company is expected to maintain Allergans Irish legal domicile. Pfizer plc will have its global operational headquarters in New York and its principal executive offices
in Ireland.
Pfizers innovative businesses will be significantly enhanced by the addition of a growing revenue stream from Allergans durable
and innovative flagship brands in desirable therapeutic areas such as Aesthetics and Dermatology, Eye Care, Gastrointestinal, Neuroscience and Urology. The combined company will benefit from a broader innovative portfolio of leading medicines in key
categories and a platform for sustainable growth with diversified payer groups. With the addition of Allergan, Pfizer will enhance its R&D capabilities in both new molecular entities and product line extensions. A combined pipeline of more than
100 mid-to-late stage programs in development and greater resources to invest in R&D and manufacturing is expected to sustain the growth of the innovative business over the long term. Through product approvals, launches and inline performance
the combined company aspires to be a leader in growth.
The combination of Pfizer and Allergan will significantly increase the scale of Pfizers
established business, and their complementary capabilities will maximize the combined established portfolio. The addition of Allergans Womens Health and Anti-Infectives portfolio will add depth to Pfizers established business, and
Pfizer will expand the reach of Allergans established portfolio using its existing commercial capabilities, infrastructure and global scale. In addition, Allergan brings topical formulation, manufacturing and its Anda distribution
capabilities to the combined company.
As a result of the combination with Allergan and subsequent integration of the two companies, Pfizer now expects
to make a decision about a potential separation of the combined companys innovative and established businesses by no later than the end of 2018.
Financial Highlights
Pfizer anticipates the transaction
will deliver more than $2 billion in operational synergies over the first three years after closing. Pfizer anticipates that the combined company will have a pro forma Adjusted Effective Tax Rate1
of approximately 17%-18% by the first full year after the closing of the transaction. The transaction is expected to be neutral to Pfizers Adjusted Diluted EPS1 in 2017, modestly accretive
beginning in calendar year 2018, more than 10% accretive in 2019 with high-teens percentage accretion in 2020. These expectations include the impact of expected share repurchases following the transaction. The combined company is expected to
generate annual operating cash flow in excess of $25 billion beginning in 2018.
The transaction is not expected to have an impact on Pfizers
existing dividend level on a per share basis. It is expected that the combined company will use its combined cash flow to continue to support an attractive dividend policy, targeting a payout ratio of approximately 50% of Adjusted Diluted EPS.1
Independent of the transaction and consistent with 2015, Pfizer anticipates executing an approximately
$5 billion accelerated share repurchase program in the first half of 2016. Pfizer has approximately $5.4 billion remaining under its previously announced repurchase authorization.
Transaction Details
The completion of the transaction,
which is expected in the second half of 2016, is subject to certain conditions, including receipt of regulatory approval in certain jurisdictions, including the United States and European Union, the receipt of necessary approvals from both Pfizer
and Allergan shareholders, and the completion of Allergans pending divestiture of its generics business to Teva Pharmaceuticals Ltd., which Allergan expects will close in the first quarter of 2016.
Pursuant to the terms of the merger agreement, the Allergan parent company will be the parent company of the combined group. A wholly owned subsidiary of
Allergan will be merged with and into Pfizer, and subject to receipt of shareholder approval, the Allergan parent company will be renamed Pfizer plc after the closing of the transaction. Immediately prior to the merger, Allergan will
effect an 11.3-for-one share split so that each Allergan shareholder will receive 11.3 shares
of the combined company for each of their Allergan shares, and the Pfizer stockholders will receive one share of the combined company for each of their Pfizer shares. Pfizers U.S.
stockholders will recognize a taxable gain, but not a loss, for U.S. federal income tax purposes. The transaction is expected to be tax-free for U.S. federal income tax purposes to Allergan shareholders.
Pfizer stockholders will have the opportunity to elect to receive cash instead of stock of the combined company for some or all of their Pfizer shares,
provided that the aggregate amount of cash to be paid in the merger will not be less than $6 billion or greater than $12 billion. In the event that the aggregate cash to be paid in the merger would otherwise be less than $6 billion or greater than
$12 billion, then the stock and cash elections will be subject to proration.
Following the transaction, and assuming that all $12 billion of cash is paid
in the merger, it is expected that former Pfizer stockholders will hold approximately 56% of the combined company and Allergan shareholders will own approximately 44% of the combined company on a fully diluted basis.
Governance and Leadership
Pfizer plcs board is
expected to have 15 directors, consisting of all of Pfizers 11 current directors and 4 current directors of Allergan. The directors from Allergan will be Paul Bisaro, Allergans current Executive Chairman, Brent Saunders, Allergans
current Chief Executive Officer (CEO), and two other directors from Allergan to be selected at a later date. Ian Read, Pfizers Chairman and CEO, will serve as Chairman and CEO of the combined company. Brent Saunders will serve as President and
Chief Operating Officer of the combined company. He will be responsible for the oversight of all Pfizer and Allergans combined commercial businesses, manufacturing and strategy functions.
Guggenheim Securities, Goldman, Sachs & Co., Centerview Partners and Moelis & Company are serving as Pfizers financial advisors for
the transaction, with Wachtell, Lipton, Rosen & Katz, Skadden, Arps, Slate, Meagher & Flom LLP and A & L Goodbody acting as its legal advisors. J.P. Morgan and Morgan Stanley are serving as Allergans financial advisors
for the transaction with Cleary Gottlieb Steen & Hamilton LLP, Latham & Watkins LLP and Arthur Cox acting as its legal advisors.
Conference Call
Pfizer Inc. invites investors and the general public to view and listen to a webcast of a live conference call with investment analysts at 8:30 a.m. EST on
Monday, November 23, 2015.
To view and listen to the webcast visit our web site at www.Pfizer.com and click on the Pfizer Analyst and
Investor Call to Discuss Proposed Combination with Allergan link in the For Investors section located on the lower right-hand corner of that page, or directly at https://www.webcaster4.com/Webcast/Page/748/11982. Information on accessing
and pre-registering for the webcast will be available at www.Pfizer.com beginning today. Participants are advised to pre-register in advance of the conference call.
You can also listen to the conference call by dialing either (866) 246-2545 in the United States and Canada or (631) 485-4476 outside of the United
States and Canada. The password is Analyst Call. Please join the call five minutes prior to the start time to avoid operator hold times.
About Pfizer
At Pfizer, we apply science and our global
resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products. Our global portfolio
includes medicines and vaccines as well as many of the worlds best-known consumer health care products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that
challenge the most feared diseases of our time. Consistent with our responsibility as one of the worlds premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. To learn more, please visit us at www.pfizer.com.
About Allergan
Allergan plc (NYSE: AGN), headquartered
in Dublin, Ireland, is a unique, global pharmaceutical company and a leader in a new industry model Growth Pharma. Allergan is focused on developing, manufacturing and commercializing innovative branded pharmaceuticals, high-quality
generic and over-the-counter medicines and biologic products for patients around the world.
Allergan markets a portfolio of best-in-class products that
provide valuable treatments for the central nervous system, eye care, medical aesthetics, gastroenterology, womens health, urology, cardiovascular and anti-infective therapeutic categories, and operates the worlds third-largest global
generics business, providing patients around the globe with increased access to
affordable, high-quality medicines. Allergan is an industry leader in research and development, with one of the broadest development pipelines in the pharmaceutical industry and a leading
position in the submission of generic product applications globally.
With commercial operations in approximately 100 countries, Allergan is committed to
working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives.
For more information, visit Allergans website at www.allergan.com
NO OFFER OR SOLICITATION
This communication is not
intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
This communication is not intended to be
and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the 2014 Act), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time) or the
Prospectus Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act, and the Central Bank of Ireland (CBI) has not approved this communication.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction between Pfizer Inc. (Pfizer) and Allergan plc (Allergan), Allergan will file with the U.S.
Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that will include a Joint Proxy Statement of Pfizer and Allergan that also constitutes a Prospectus of Allergan (the Joint Proxy
Statement/Prospectus). Pfizer and Allergan plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF PFIZER AND ALLERGAN ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PFIZER, ALLERGAN, THE TRANSACTION AND RELATED
MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Pfizer and Allergan through the website maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Pfizer by contacting Pfizer Investor Relations at Bryan.Dunn@pfizer.com or by calling (212) 733-8917, and will be
able to obtain free copies of the documents filed with the SEC by Allergan by contacting Allergan Investor Relations at investor.relations@actavis.com or by calling (862) 261-7488.
PARTICIPANTS IN THE SOLICITATION
Pfizer, Allergan and
certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the respective shareholders of Pfizer and Allergan in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be
set forth in the Joint Proxy Statement/Prospectus when it is filed
with the SEC. Information regarding Pfizers directors and executive officers is contained in Pfizers proxy statement for its 2015 annual meeting of stockholders, which was filed with
the SEC on March 12, 2015, and certain of Pfizers Current Reports on Form 8-K. Information regarding Allergans directors and executive officers is contained in Allergans proxy
statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 24, 2015, and certain of Allergans Current Reports on Form 8-K.
Pfizer Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements with respect to the proposed transaction between Pfizer and Allergan. These forward-looking
statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use future dates or words such as anticipate, target, possible,
potential, predict, project, forecast, outlook, guidance, expect, estimate, intend, plan, goal, believe,
hope, aim, continue, will, may, might, would, could or should or other words, phrases or expressions of similar meaning or the negative
thereof. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including anticipated future financial and operating results, synergies, accretion and growth rates, Pfizers,
Allergans and the combined companys plans, objectives, expectations and intentions, plans relating to share repurchases and dividends and the expected timing of completion of the transaction. There are several factors which could cause
actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the failure to obtain necessary regulatory approvals (and the risk that such approvals may
result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all,
the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement, adverse effects on the market price of Pfizers common stock and on Pfizers operating results because of a failure to
complete the transaction in the anticipated time frame or at all, failure to realize the expected benefits and synergies of the transaction, restructuring in connection with the transaction and subsequent integration of Pfizer and Allergan, negative
effects of the announcement or the consummation of the transaction on the market price of Pfizers common stock and on Pfizers operating results, risks relating to the value of the Allergan shares to be issued in the transaction,
significant transaction costs and/or unknown liabilities, the risk of litigation and/or regulatory actions, the loss of key senior management or scientific staff, general economic and business conditions that affect the companies following the
transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax and other laws, regulations, rates and policies, future business combinations or disposals,
competitive developments and the uncertainties inherent in research and development. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will
occur in the future. The factors described in the context of such forward-looking statements in this communication could cause Pfizers plans with respect to Allergan, actual results, performance or achievements, industry results and
developments to differ materially from those expressed in or implied by such forward-looking statements. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date
of this communication. Pfizer assumes no obligation to update or revise the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. A further description
of risks and uncertainties can be found in Pfizers Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned Risk Factors and
Forward-Looking Information and Factors That May Affect Future Results, as well as in its subsequent reports on Form 8-K, all of which are filed with the SEC and available at www.sec.gov and www.pfizer.com.
Allergan Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this communication that refer to Allergans anticipated future events, estimated or anticipated future results, or other
non-historical facts are forward-looking statements that reflect Allergans current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as
such as anticipate, target, possible, potential, predict, project, forecast, outlook, guidance, expect, estimate,
intend, plan, goal, believe, hope, aim, continue, will, may, might, would, could or should or
other similar words, phrases or expressions or the negatives thereof. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results and
synergies, Pfizers, Allergans and the combined companys plans, objectives, expectations and intentions and the expected timing of completion of the transaction. It is important to note that Allergans goals and expectations
are not predictions of actual performance. Actual results may differ materially from Allergans current expectations depending upon a number of factors affecting Allergans business, Pfizers business and risks associated with
business combination transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful closing of, the proposed transaction; subsequent integration of
the Pfizer and Allergan and the ability to recognize the anticipated synergies and benefits of the proposed transaction; the ability to obtain required regulatory approvals for the transaction (including the approval of antitrust authorities
necessary to complete the transaction), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction;
the ability to obtain the requisite Pfizer and Allergan shareholder approvals; the risk that a condition to closing of the proposed transaction may not be satisfied on a timely basis or at all; the failure of the proposed transaction to close for
any other reason; risks relating to the value of the Allergan shares to be issued in the transaction; the anticipated size of the markets and continued demand for Pfizers and Allergans products; the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergans and Pfizers products; difficulties or delays in manufacturing; the risks of fluctuations
in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance on reasonable terms; the difficulty of
predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income; variability of trade buying patterns; changes in
generally accepted accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; costs and efforts to defend or enforce intellectual
property rights; the availability and pricing of third party sourced products and materials; successful compliance with governmental regulations applicable to Allergans and Pfizers facilities, products and/or businesses; changes in the
laws and regulations affecting, among other things, pricing and reimbursement of pharmaceutical products; risks associated with tax liabilities, or changes in U.S. federal or international tax laws or interpretations to which they are subject,
including the risk that the Internal Revenue Service disagrees that Allergan is a foreign corporation for U.S. federal tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in
Allergans periodic public filings with the Securities and Exchange Commission, including but not limited to Allergans Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2015, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, and from time to time in Allergans other investor communications. Except as expressly required by law, Allergan disclaims
any intent or obligation to update these forward-looking statements.
Applicability of the Irish Takeover Rules
As the transaction constitutes a reverse takeover transaction for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013, (the
Irish Takeover Rules), Allergan is no longer in an offer period and therefore Rule 8 of the Irish Takeover Rules does not apply to the transaction from the date of this announcement and therefore there is no longer a requirement to make
dealing disclosures pursuant to Rule 8.
Statement Required by the Irish Takeover Rules
The directors of Pfizer accept responsibility for the information contained in this communication other than that relating to Allergan and the Allergan group
of companies and the directors of Allergan and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Pfizer (who have taken all reasonable care to ensure that
such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of Allergan accept responsibility for the information contained in this communication relating to Allergan and the directors of Allergan and
members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Allergan (who have taken all reasonable care to ensure such is the case), the information contained in
this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, and its affiliate, Goldman, Sachs & Co, are acting as joint financial adviser to Pfizer and no one else in connection with the proposed transaction. In connection with the proposed transaction,
Goldman Sachs International and Goldman, Sachs & Co, their affiliates and their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other
than Pfizer for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement.
Guggenheim Securities, LLC is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial advisor to
Pfizer and no one else in connection with the proposed transaction. In connection with the proposed transaction, Guggenheim Securities, LLC, its affiliates and related entities and its and their respective partners, directors, officers, employees
and agents will not regard any other person as their client, nor will they be responsible to anyone other than Pfizer for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any
other matter referred to in this announcement.
J.P. Morgan Limited (which conducts its UK investment banking business as J.P. Morgan Cazenove)
(J.P. Morgan), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Allergan and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Allergan for providing the protections afforded to clients of J.P. Morgan or its
affiliates, nor for providing advice in relation to any matter referred to herein.
Morgan Stanley & Co. LLC acting through its affiliate, Morgan
Stanley & Co. International plc, is financial advisor to Allergan and no one else in connection with the matters referred to in this announcement. In connection with such matters, Morgan Stanley & Co. LLC, Morgan Stanley &
Co. International plc, each of their affiliates and each of their and their affiliates respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person
other than Allergan for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
1 |
Adjusted income and its components and adjusted diluted EPS are defined as U.S. GAAP reported net income and its components and U.S. GAAP reported diluted EPS excluding purchase accounting adjustments,
acquisition-related costs, discontinued operations and certain significant items. Pfizer believes that investors understanding of its performance is enhanced by disclosing this measure. The Adjusted income and its components and adjusted
diluted EPS measures are not, and should not be viewed as, substitutes for U.S. GAAP net income and its components and diluted EPS. |
2 |
Expectations include the impact of expected share repurchases following the transaction. |
For more information
please go to www.premierbiopharmaleader.com.
Pfizer Contacts:
Investors
Ryan Crowe
212-733-8160
Bryan Dunn
212-733-8917
Media
Joan Campion
212-733-2798
Andrew Topen
212-733-1338
Allergan Contacts:
Investors:
Lisa DeFrancesco
(862) 261-7152
Media:
Mark Marmur
(862) 261-7558
Pfizer
and Allergan to Combine Creating a New Global Biopharmaceutical
Leader November 2015 Exhibit 99.2 |
Information Related to This Communication
2 NO OFFER OR SOLICITATION This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This communication is not intended to be and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the 2014
Act), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No.
324 of 2005) of Ireland (as amended from time to time) or the Prospectus
Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act,
and the Central Bank of Ireland (CBI) has not approved this
communication. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed transaction between Pfizer Inc. (Pfizer) and Allergan plc (Allergan), Allergan will file
with the U.S. Securities and Exchange Commission (the SEC) a
registration statement on Form S-4 that will include a Joint Proxy Statement of Pfizer and Allergan that also constitutes a Prospectus of Allergan (the Joint Proxy Statement/Prospectus). Pfizer and Allergan plan to mail to their
respective shareholders the definitive Joint Proxy Statement/Prospectus
in connection with the transaction. INVESTORS AND SECURITY HOLDERS OF
PFIZER AND ALLERGAN ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
PFIZER, ALLERGAN, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Pfizer and Allergan
through the website maintained by the SEC at www.sec.gov. In addition,
investors and security holders will be able to obtain free copies of the
documents filed with the SEC by Pfizer by contacting Pfizer Investor Relations at
Bryan.Dunn@pfizer.com or by calling (212) 733-8917, and will be
able to obtain free copies of the documents filed with the SEC by Allergan by contacting Allergan Investor Relations at investor.relations@actavis.com or by calling (862) 261-7488. PARTICIPANTS IN THE SOLICITATION Pfizer, Allergan and certain of their respective directors, executive officers and employees may be considered participants in the solicitation
of proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the respective shareholders of Pfizer and Allergan
in connection with the proposed transactions, including a description of
their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint Proxy Statement/Prospectus when it is filed with the SEC. Information regarding Pfizers directors and executive officers is contained in Pfizers proxy statement for its
2015 annual meeting of stockholders, which was filed with the SEC on
March 12, 2015, and certain of Pfizers Current Reports on Form 8-K. Information regarding Allergans directors and executive officers is contained in Allergans proxy statement for its 2015 annual meeting of
shareholders, which was filed with the SEC on April 24, 2015, and certain
of Allergans Current Reports on Form 8-K. |
Forward-Looking Statements
3 Pfizer Cautionary Statement Regarding Forward-Looking Statements This communication contains certain forward-looking statements with respect to the proposed transaction between Pfizer and Allergan. These
forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements often use future dates or words such as anticipate, target, possible, potential, predict,
project, forecast, outlook, guidance, expect, estimate, intend, plan, goal, believe, hope, aim,
continue, will, may, might, would, could or should or other words, phrases or expressions of similar meaning or the negative thereof. Such forward-looking statements include, but are not limited to, statements about the
benefits of the proposed transaction, including anticipated future
financial and operating results, synergies, accretion and growth rates, Pfizers, Allergans and the combined companys plans, objectives, expectations, intentions and anticipated financial results, plans relating to
share repurchases and dividends, and the expected timing of completion of
the transaction. There are several factors which could cause actual plans
and results to differ materially from those expressed or implied in forward-looking
statements. Such factors include, but are not limited to, the failure to
obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to
the transaction on a timely basis or at all, the occurrence of events
that may give rise to a right of one or both of the parties to terminate the merger agreement, adverse effects on the market price of Pfizers common stock and on Pfizers operating results because of a failure to
complete the transaction in the anticipated time frame or at all, failure
to realize the expected benefits and synergies of the transaction, restructuring in connection with the transaction and subsequent integration of Pfizer and Allergan, negative effects of the announcement or the consummation of
the transaction on the market price of Pfizers common stock and on
Pfizers operating results, risks relating to the value of the Allergan shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, the risk of litigation and/or regulatory actions, the
loss of key senior management or scientific staff, general economic and
business conditions that affect the companies following the transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax and other
laws, regulations, rates and policies, future business combinations or
disposals, competitive developments, and the uncertainties inherent in research and development. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events
and depend on circumstances that will occur in the future. The factors
described in the context of such forward-looking statements in this
communication could cause Pfizers plans with respect to Allergan, actual results,
performance or achievements, industry results and developments to differ
materially from those expressed in or implied by such forward-looking statements. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this communication. Pfizer
assumes no obligation to update or revise the information contained in
this communication (whether as a result of new information, future events or otherwise), except as required by applicable law. A further description of risks and uncertainties can be found in Pfizers Annual Report on
Form 10-K for the fiscal year ended December 31, 2014 and in its
subsequent reports on Form 10-Q, including in the sections thereof captioned Risk Factors and Forward-Looking Information and Factors That May Affect Future Results, as well as in its subsequent reports on
Form 8-K, all of which are filed with the SEC and available at
www.sec.gov and www.pfizer.com. |
Forward-Looking Statements
4 Allergan Cautionary Statement Regarding Forward-Looking Statements Statements contained in this communication that refer to Allergans anticipated future events, estimated or anticipated future results, or
other non- historical facts are forward-looking statements that
reflect Allergans current perspective of existing trends and information as of the date of this communication. Forward looking statements generally will be accompanied by words such as such as anticipate, target,
possible, potential, predict,
project, forecast, outlook, guidance, expect, estimate, intend, plan, goal, believe, hope, aim,
continue, will, may,
might, would, could or should or other
similar words, phrases or expressions or the negatives thereof. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results and
synergies, Pfizers, Allergans and the combined companys
plans, objectives, expectations and intentions, and the expected timing of completion of the transaction. It is important to note that Allergans goals and expectations are not predictions of actual performance. Actual results
may differ materially from Allergans current expectations depending
upon a number of factors affecting Allergans business, Pfizers business and risks associated with business combination transactions. These factors include, among others, the inherent uncertainty associated with financial
projections; restructuring in connection with, and successful closing of,
the proposed transaction; subsequent integration of Pfizer and Allergan
and the ability to recognize the anticipated synergies and benefits of the proposed
transaction; the ability to obtain required regulatory approvals for the
transaction (including the approval of antitrust authorities necessary to complete the transaction), the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected
benefits of the transaction; the ability to obtain the requisite Pfizer
and Allergan shareholder approvals; the risk that a condition to closing of the proposed transaction may not be satisfied on a timely basis or at all; the failure of the proposed transaction to close for any other reason;
risks relating to the value of the Allergan shares to be issued in the
transaction; the anticipated size of the markets and continued demand for Pfizers and Allergans products; the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive
products and pricing; market acceptance of and continued demand for
Allergans and Pfizers products; difficulties or delays in manufacturing; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to the pharmaceutical industry, including product
liability claims and the availability of product liability insurance on
reasonable terms; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; periodic dependence on a small number of products for a material source of net revenue or income;
variability of trade buying patterns; changes in generally accepted
accounting principles; risks that the carrying values of assets may be negatively impacted by future events and circumstances; the timing and success of product launches; costs and efforts to defend or enforce intellectual
property rights; the availability and pricing of third party sourced
products and materials; successful compliance with governmental regulations
applicable to Allergans and Pfizers facilities, products and/or businesses;
changes in the laws and regulations affecting, among other things,
pricing and reimbursement of pharmaceutical products; risks associated with tax
liabilities, or changes in U.S. federal or international tax laws or
interpretations to which they are subject, including the risk that the Internal Revenue
Service disagrees that Allergan is a foreign corporation for U.S. federal
tax purposes; the loss of key senior management or scientific staff; and such other risks and uncertainties detailed in Allergans periodic public filings with the Securities and Exchange Commission, including but not limited to Allergans Annual Report on Form 10-K
for the year ended December 31, 2014, Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2015, Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, and from time to time in Allergans other investor communications. Except as expressly
required by law, Allergan disclaims any intent or obligation to update
these forward-looking statements. |
Irish
Takeover Rules and Non-GAAP Financial Information 5
Applicability of the Irish Takeover Rules As the transaction constitutes a "reverse takeover transaction" for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules,
2013, (the "Irish Takeover Rules"), Allergan is no longer in an
offer period and therefore Rule 8 of the Irish Takeover Rules does not apply to the transaction from the date of the announcement of the transaction and therefore there is no longer a requirement to make dealing disclosures pursuant to Rule 8. Statement Required by the Irish Takeover Rules The directors of Pfizer accept responsibility for the information contained in this communication other than that relating to Allergan and the
Allergan group of companies and the directors of Allergan and members of
their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Pfizer (who have taken all reasonable care to ensure that such is the case), the information contained in this communication for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of Allergan accept responsibility for the information contained in this
communication relating to Allergan and the directors of Allergan and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Allergan (who have taken
all reasonable care to ensure such is the case), the information
contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, and its affiliate,
Goldman, Sachs & Co, are acting as joint financial adviser to Pfizer and no one else in connection with the proposed transaction. In connection with the proposed transaction, Goldman Sachs International and Goldman, Sachs & Co, their affiliates and their respective partners,
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone other than Pfizer for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement.
Guggenheim Securities, LLC is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial
advisor to Pfizer and no one else in connection with the proposed
transaction. In connection with the proposed transaction, Guggenheim Securities, LLC, its affiliates and related entities and its and their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone
other than Pfizer for providing the protections afforded to their clients
or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement. J.P. Morgan Limited (which conducts its UK investment banking business as
J.P. Morgan Cazenove) (J.P. Morgan), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Allergan
and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not
be responsible to anyone other than Allergan for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to any matter referred to herein.
Morgan Stanley & Co. LLC acting through its affiliate, Morgan Stanley & Co. International plc, is financial advisor to Allergan and no
one else in connection with the matters referred to in this announcement.
In connection with such matters, Morgan Stanley & Co. LLC, Morgan Stanley & Co. International plc, each of their affiliates and each of their and their affiliates' respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other
person other than Allergan for providing the protections afforded to
their clients or for providing advice in connection with the contents of this announcement or any other matter referred to herein. Unless otherwise defined, capitalised terms used in this Statement Required by the Irish Takeover Rules shall have the meaning given to them in
the transaction-related press release issued by Pfizer and Allergan
on November 23, 2015.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION.
Non-GAAP Financial Information
This presentation includes certain financial measures regarding Pfizer that were not prepared in accordance with U.S. generally accepted
accounting principles (U.S. GAAP). Any non-U.S. GAAP
financial measures presented should not be viewed as substitutes for financial measures required by U.S. GAAP, have no standardized meaning prescribed by U.S. GAAP and may not be comparable to the calculation of similar measures of other companies.
|
Creating a
New Global Biopharmaceutical Leader 6
Best-in-Class Businesses
Bolsters top-tier innovative biopharma business with leadership positions in new therapeutic areas of growth Creates the worlds leading 1 established products business well-positioned for global long-term growth Enhances Growth Profile Strengthens top-line growth potential Deep pipeline of innovative therapies Opportunity for meaningful synergies Leverages experience of both companies in integrating large organizations Increases Financial Flexibility Substantially improves access to cash for investment in bringing new medicines to patients and direct return to shareholders Increased flexibility better enables continued investment in the U.S. Preserves Future Optionality Allergan strategically fits with existing Pfizer Innovative and Established structure Improves growth durability and financial flexibility of both businesses 1. Measured by revenue. |
Innovative Established (Including Hospira) 2013-2015 Build two pharma businesses with distinct capabilities Pfizer has Been on a Consistent Path to Create Best-in-Class Innovative and Established Businesses Trademarks are the property of their respective owners and used for information purposes only.
2010-2013 Focus on core pharma business and unlock trapped value Enhance Category Leadership 7 Nutritionals Generate Sustainable Growth Optimize Capital Structure Leverage Global Scale and Capabilities 2015+ Optimize our two pharma businesses while fully utilizing enterprise capital structure |
Allergan
Accelerates Pfizers Strategic Objectives 8
Enhance Category Leadership
Generate Sustainable Growth
Optimize Capital Structure
Leverage Global Scale
and Capabilities Strong innovative category leadership with durable flagship franchises built on exceptional customer connections Multiple drivers of innovative growth across a broad mix of payer types Potential revenue synergies driven by durable product franchises that can benefit from Pfizers global scale for growth High degree of financial flexibility |
A Strong
Foundation From Which to Build 9
2015E Pro Forma Revenue ~$48 billion 1 Powerful Global Capabilities and Reach ~30,000 U.S. colleagues ~65,000 ex-U.S. colleagues Enhanced Innovative Category Leadership ~$16 billion 2 ~10,000 U.S. colleagues 3 ~5,000 ex-U.S. colleagues 3 Oncology Vaccines Cardio Metabolic Rare Diseases Inflammation & Immunology Aesthetics & Dermatology Eye Care Neuroscience 1. Represents mid-point of Pfizer 2015 revenue guidance range issued on October 27, 2015. Please see Pfizers Current Report on Form
8-K dated October 27, 2015 and Quarterly Report on Form 10-Q for
the fiscal quarter ended September 27, 2015 for assumptions and disclosures regarding Pfizers 2015 financial guidance. 2. Based on Allergans public disclosure dated July 27, 2015 for the remaining Allergan business pro forma for the pending divestiture of
Allergans generic business to Teva.
3. Pro forma for the pending divestiture of Allergans generic business to Teva. |
Sustainable Growth Platform with Category Leadership Capabilities in Maximizing Established Brands Allergan is a Growth Pharma Leader 10 Double digit branded sales growth 1 Product line depth and category leadership Productive investment in R&D through focus on Open Science model Highly-efficient SG&A spending Experienced team committed to success Powerful global supply chain recognized as a leader in customer service Innovative Revenue Growth 2 Double Digit Established Revenue Growth 2 Mid Single Digit Source: EvaluatePharma and analyst consensus. Note: Allergan figures are pro forma for the pending divestiture of Allergans generic business to Teva.
1. As disclosed in Allergans Q3 2015 Earnings release dated November 4, 2015.
2. Represents anticipated growth for 2016E 2020E based on analyst estimates. Characteristics that Define Our Exceptional Company |
Allergans World-Renowned Brands
11 Women's Health Other (including CV) Anti-Infectives Urology Eye Care Aesthetics & Dermatology Neuroscience GI U.S. & Canada U.S. & Canada International International |
More Than
70 Mid-to-Late Stage Development Opportunities in Key Therapeutic
Areas 12
Skin Quattro Device Delivery for Facial Fillers 21 Aesthetics & Dermatology Oxymetazoline Rosacea Aczone Reform Acne Vulgaris Sarecycline Acne Juvederm Global Nasal Labial Folds Vobella Lips Fine Lines Botox Forehead Lines Volift Nasolabial Folds Voluma Filler for Temple Voluma Plus Facial Volumes Voluma Global Malar Augmentation Phoenix Breast Augmentation VoLite Filler Voluma Filler for Chin Oxybutynin Hyperhidrosis Bimatoprost Androgenic Alopecia MT10109L Aesthetics Facial Lines HA Threads Forehead & Neck Aczone Combo Acne Vulgaris Setipiprant Androgenic Alopecia Bimatoprost Submental Fat Reduction Womens Health 4 Estradiol Vaginal Cream VVA & Dyspareunia Ulipristal Fibroids Estradiol Vag Caps VVA & Dyspareunia Etonogestral Ring Contraception 9 CNS Rapastinel MDD AGN-241689 Migraine Prophylaxis Ubrogepant Acute Migraine Botox MDD Vraylar Multiple Semprana Acute Migraine Vraylar Bipolar Depression Botox X Spasticity AGN-241660 MDD 9 Biosimilar X Indication X Nebivilol/Valsartan Hypertension Botox Multiple Bevacizumab Multiple Cancer Cetuximab Multiple Cancer Trastuzumab Multiple Cancer Rituximab Non-Hodgkin Lymphoma TRV-027 Acute Heart Failure Armour Thyroid Hypothyroidism Other (Biosimilars, Cardiovascular and other) Urology 4 Botox Premature Ejaculation LiRIS Interstitial Cystitis SER-120 Adult Nocturia Botox Indication X 17 Eye Care Tripligan (MMT) Ocular HTN & Glaucoma FPR2 Agonist Dry Eye Disease Mimetogen Dry Eye Bimatoprost SR Glaucoma Ganfort MDPF Restasis MDPF Omega 3 OTC Dry Eye Pilo/Oxy Presbyopia Cortisol Analog Dry Eye Disease Brimo DDS Atrophic AMD Androgen Evaporative Dry Eye Cyclosporine SR Dry Eye DARPin ® DME Dual DARPin ® AMD DARPin ® SR AMD OCU Tearbud 1 Dry Eye DARPin ® AMD GI Linzess OIC Linzess Colonic Release CIC Linzess Low Dose CIC Viberzi IBS-D 5 Relamorelin Diabetic Gastroparesis Avycaz cUTI, cIAI 5 Anti-Infective Dalbavancin Osteomyelitis Dalbavancin Endocarditis Dalbavancin ABSSSI Single Dose Aztreonam / Avibactam Gram Neg Infect Source: Allergan standalone pipeline information as of Allergan R&D Day on November 4, 2015. |
Why
Combination is Attractive for Allergan Stakeholders
13 Accelerates strategy to move up the value chain and creates a new
leader in innovative biopharmaceuticals
Leverages long-term upside of enhanced combined innovative pipeline Ability to leverage Pfizers global scale
to maximize value of Allergans
leading innovative franchises
Delivers immediate, long-term value to Allergan shareholders and continued shareholder returns (including dividends, buybacks) Opportunity to continue delivering significant shareholder value through enhanced scale, capabilities and operating synergies |
Transaction Overview 14 Purchase Price Name and Relative Ownership Shareholder Consideration $160B transaction, based on 11.3 shares of the combined company for each Allergan share, implying a price of $363.63 per Allergan share¹ Pfizer stockholders receive 1 share of the combined company for each Pfizer share, or may elect to receive cash for some or all of their
Pfizer Inc. shares 4 Allergan shareholders receive ~4.7B³
shares of the combined company
as a result of an 11.3-for-1 share split
Shares to remain NYSE listed and traded under the PFE ticker Pfizer and Allergan will be combined under the existing Allergan entity and the continuing company will be called Pfizer plc²
Pfizer stockholders will own ~56% of the combined company
shares³ 1. Allergan price per share based on Pfizer closing share price of $32.18 on November 20, 2015 and an assumed 11.3 for 1 split of Allergan shares. 2. Subject to shareholder vote.
3. Pro forma ownership is on a fully diluted basis assuming $12 billion cash paid and does not consider ordinary course buybacks. 4. Total cash paid in the merger will be a minimum of $6 billion and a maximum of $12 billion, and stock and cash elections will be subject to
proration to ensure that at least $6 billion and no more than $12
billion of cash is paid in the merger. |
Transaction Overview
continued 15 The Combination is at an Implied Price of $363.63 per Allergan Share¹ Allergan increases amount of its authorized
share capital, and
Allergan effects an 11.3-for-1 share
split and
Allergan shareholders hold ~4.7B³
shares of the combined company, which allows for
Current Pfizer stockholders to receive ~5.9B³
new shares of the combined company through a 1-for-1 share exchange, with the ability to elect to receive cash in lieu of combined company shares 4 1. Allergan price per share based on Pfizer closing share price of $32.18 on November 20, 2015 and an assumed 11.3 for 1 split of Allergan
shares. 2.
Subject to shareholder vote.
3. Pro forma ownership is on a fully diluted basis assuming $12 billion cash paid and does not consider ordinary course buybacks.
4. Total cash paid in the merger will be a minimum of $6 billion and a maximum of $12 billion, and stock and cash elections will be subject to
proration to ensure that at least $6 billion and no more than $12 billion
of cash is paid in the merger. Using Existing Irish Allergan TopCo
~56%³
~44%³
Pfizer plc Combined Company Renamed Pfizer plc² Pro Forma Ownership Pro Forma Ownership 1 2 3 |
Transaction Overview
continued 16 Location Governance Closing Global operational headquarters in New York Maintain Allergans Irish domicile Closing expected in the second half of 2016 Subject to customary closing conditions, including Pfizer and Allergan shareholder approvals and regulatory approvals, as well as completion of Allergans pending divestiture to Teva Both companies have the right to terminate in specified circumstances with termination fees of up to $3.5 billion Unanimously approved by both Boards Pfizer plcs Board is expected to have 15 directors, consisting of all of
Pfizers 11 current directors and 4 current directors of Allergan, including
Allergans current Executive Chairman and Allergans current
CEO
Pfizers Chairman and CEO will serve as Chairman and CEO of the
combined company and Allergans CEO will serve as President and COO
|
Financial
Highlights 17
More than $2B in expected peak annual operating synergies Full synergies are projected to be achieved over the first 3 years post-close
Synergy Capture Significantly expands access to cash, providing optimal financial flexibility,
including substantial continued investment in the U.S.
Expect combined operating cash flow in excess of $25B beginning in 2018 Expected pro forma adjusted effective tax rate to be approximately 17% 18% by the first full year after closing Enhanced Financial Flexibility Expected to be neutral to adjusted diluted EPS¹ in 2017, modestly accretive beginning in calendar year 2018, more than 10% accretive in 2019 and high-teens percentage accretion in 2020²
Compelling Earnings Accretion Enhanced Growth Profile Enhances top- and bottom-line growth profile of both innovative and established businesses Remain committed to attractive current dividend policy, targeting a 50% dividend payout ratio Strong Shareholder Returns 1. Adjusted income and its components and adjusted diluted EPS are defined as U.S. GAAP reported net income and its components and U.S. GAAP
reported diluted EPS excluding purchase accounting adjustments,
acquisition-related costs, discontinued operations and certain significant items. 2. Expectations include the impact of expected share repurchases following the transaction.
¹ |
Vaccines Best-in-Class Innovative Business 18 Oncology Cardio Metabolic Rare Disease Inflammation & Immunology Aesthetics & Dermatology Eye Care Expands Innovative Category Leadership With Strong Flagship Products Projected to Generate Sustainable Innovative Growth Diversifies portfolio of payer types Strengthens capabilities in developing and sourcing new molecular entities and new indications Adds portfolio of growing, durable flagship franchises Selected Brands Note: Investing in neuroscience R&D to position Pfizer for a category leadership position in the longer-term.
|
Top-Tier Growth Pharma Business Positioned for
Sustained Long-Term Leadership
19 2016E 2020E Consensus¹
Innovative Business Revenue CAGR
Expected Innovative Business Growth
Sustained by Strong Pipeline
2 Over 100 innovative mid-to-late stage programs in clinical development New Products New Indications High Single Digit Mid Single Digit 1. Represents anticipated growth for 2016E 2020E based on analyst estimates. 2. Represents combined pro forma Pfizer-Allergan innovative revenue. Assumes Pfizers Lyrica and Viagra are moved to Established Business
given peri-LOE status. |
Increased scale Durable mature product franchises in key therapeutic areas including CV, neuroscience, pain, womens health and anti-infectives Managing peri-LOE products in developed markets Leveraging Pfizers global scale to drive strong emerging markets growth across the portfolio The Worlds Leading¹ Established Products Business 20 Pro Forma Scale and Complementary Capabilities Maximize the Combined Established Products Portfolio Combined Scale Combined Capabilities Established Product 2015E Pro Forma Revenue >$30 BILLION Source: EvaluatePharma and analyst estimates. Note: Assumes Pfizers Lyrica and Viagra are moved to Established Business given peri-LOE status.
1. Measured by revenue. |
Combined
Proven Track Record of Successful Integration 21
Immediate focus on early integration
planning Will identify
best-of-the-best of both organizations Complementary corporate cultures will enable colleagues to
build upon mutual areas of expertise
Legacy businesses have a strong record of
meeting and exceeding synergy targets Long History of Successful Integration of Transformational Business Combinations |
Key
Takeaways 22
Best-in-Class Businesses
Enhances Growth Profile
Preserves Future Optionality
Increases Financial Flexibility
A Compelling Combination |
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