allergan abbvie merger tax consequences

AbbVie agreed to pay Allergan $188 per share, with two-thirds of the consideration coming in cash and the remainder in stock. endobj What will Allergan stockholders receive in the Merger? �*�nʌ��JO��S��Tx*=�JO��S�tS��P_e�,��aӗb��ŘV{��6�}q�8�ԅ_�O� mv�K endstream endobj 68 0 obj <> endobj 69 0 obj <>stream scheme, Allergan will become a wholly owned subsidiary of AbbVie. 0000007082 00000 n The total transaction value is nearly $63 billion. On June 25, 2019, consumers awoke to news that AbbVie plans to buy Allergan in a $63B deal, under which Allergan shareholders will receive 0.866 of one AbbVie share along with $120.30 in cash for each share of Allergan stock they surrender. 0000020588 00000 n <>/Filter/FlateDecode/ID[<500CF8719C420B8C32850E710F592042><6CBDB27DD21DB2110A00FDF6F0D3DCFF>]/Index[1551 32]/Info 1550 0 R/Length 90/Prev 1071376/Root 1552 0 R/Size 1583/Type/XRef/W[1 2 1]>>stream 0000032220 00000 n h�b```��l^;@��(��j�˰(g��l�C.L~nɀ��%��2��ޜ��*`�np�_C`ifY�Ba�B��n��.�bQr>gr�]q��`GG� c��qH*�d=P��q�Vb5�e�ی/+��|��i2�e�f0e?�=�:�敂.\��&��"��101�12)�س�U3eg��h�/�� uiF � ` ˷A endstream endobj 65 0 obj <>>> endobj 66 0 obj <>/ExtGState<>/Font<>/ProcSet[/PDF/Text/ImageC]/Properties<>/XObject<>>>/Rotate 0/TrimBox[0.0 0.0 612.0 792.0]/Type/Page>> endobj 67 0 obj <>stream ` Y]8 $�g�� "$�$�z��"�@q@Ba�P�q�DO#��d�?� 0000004397 00000 n 0000004508 00000 n AbbVie �� Type A Reorganization Type A Reorganization A Type A reorganization is a statutory merger or consolidation, which is classified under Section 368 of the IRC. 0000009822 00000 n And depending upon how �� Federal Income Tax Considerations�� in the Registration Statement. AbbVie is offering $120.30 in cash and 0.866 of its share (worth $67.94) for each share of Allergan. U 0 0000005244 00000 n 0000079586 00000 n ��c��r��a��#݉�p��Ӳ��+��?�x�U�UZ�g嗕�� o�ae�e��j��S$B&q8]�*ާ�%#�:b�9��1K)ٮX�.�(_��K��u��q��G�"��R��W��7�a��A��6�q��}�uKJ��W�� |�� W��k��~��n&��3��4��M=��N��S��J_W_ _N��r7��y��Q�A�[�Fv�Gɝb��C,D�P��DY�rQ�P�-_@p�\��t�|�.�22&�)��:��A��h�Z[��kc��wlB��w��S��tv�i�B�g�M�uw{(� There �� AbbVie discovers, develops, and commercializes advanced therapies that have an impact on people's lives. 0000103788 00000 n endobj AbbVie's () acquisition of Allergan closed on May 8, nearly one year after the big drugmaker first announced its planned buyout in June 2019. AbbVie already knows how to sell this drug.�� Back to the U.S. 0000004299 00000 n AbbVie ( NYSE:ABBV) announced in June that it plans to acquire Allergan ( NYSE:AGN). 0000001440 00000 n 0000070392 00000 n AbbVie, looking for new medicines to supplant its aging megablockbuster Humira, has stepped in to buy the floundering drugmaker in a $63 billion deal �� Buying Allergan brings a big slug of new debt and a massive merger integration challenge. Drugmaker AbbVie Inc has won U.S. antitrust approval to buy Botox maker Allergan, a blockbuster $63 billion deal when it was announced last year, the companies said on Tuesday. ��t�L��}H��M),��Eߥ�!ƅ��]�XK&�Ԍ��M��Cz�I�i��4��N��>��eI6I�'�Koƨo��M�td��{Ra� �3uak��b��hh��я�H��V��v�T��9��v��n��ł�wv��z�ZA�Y�9+��w��q��ZV�t�iJ��n^�^ն��91�V��n�X.��l[h-K�)�H(k#��dGOeK`-#0�Y+#�l��eY��^��^�ne��H�K�C�{�t��Y��q;�MG[-!��&�}�:�U-2�s0�%�︩�K��Wf��eeZ�8�-�=췍mrM��#: �zy�GM��Ћ�h��t��K&��oL��Z�J��m�7��O�oб��d�F�o�-H<=��a]�`�H��Ԕ�k��UsX/��uA��+��`��\�. 0000070795 00000 n 1551 0 obj AbbVie has agreed to divest some of its assets to move the acquisition forward, offering to sell Brazikumab, a drug in its pipeline that is being developed as a treatment for Crohn's disease and ulcerative colitis. The following OFX data download contained the following transactions. ��Certain Tax Consequences of the Merger��U.S. In the short term at least the AbbVie and Shire merger and tax inversion will actually increase tax revenues in the US. <>stream 0000028699 00000 n <> Allergan bests AbbVie here as well. �"*ɿ#��x�.�6�C|n�Ct-y��$WM�W��S�G��ۄ~e��{�g�� Cki)�"QZBO��#ď�a��"̐Yi;y��u�ri�ro��J>��5��G�D"��:|]Y��>�St�2.��U��9�D��^eQ^�ĺ��#��r弥źA��R��$�SqP��'�N�},�J`�� Author: � 0000091972 00000 n AbbVie is a global biopharmaceutical company with focus and capabilities to address some of the world's greatest health challenges. The closing price of Abbvie on the day before the merger completion date was $84.22. 0000002067 00000 n �� The total merger consideration is $193.2345 per Allergan share. 0000014146 00000 n On Tuesday, the companies announced the �� Allergan bests AbbVie here as well. Allergan��s stock US:AGN soared 28% in morning trade toward a 7-month high, while shares of AbbVie ABBV, +0.67% fell 13% toward a 2-year low. Tax-Free Reorganizations Tax-Free Reorganization To qualify as a tax-free reorganization, a transaction must meet certain requirements, which vary greatly depending on the form of the transaction. %%EOF endstream Dick Durbin criticized the proposed merger between Pfizer and Allergan because it would shift the corporate address of the combined company to a country with a lower corporate tax rate. AbbVie has wrapped up its $63 billion acquisition of Allergan plc following receipt of regulatory approval from all government authorities required by the transaction agreement and approval by the Irish High Court. 8w�i:8�S��׿��!��=t:$Ƭ��.b�h7�@+�� U$d¾t>C�윳��O��B%\/�"僋/�]�BOz��z"��8�L This is not a bad cash return �� 0000004621 00000 n 0000010852 00000 n Many immediately panned the deal as a $63 billion mistake. For Allergan stockholders, as a result of the Merger AbbVie borrowed nearly $30 billion in November at interest rates under 4.25% to pay the $40 billion cash portion of the buyout to Allergan shareholders. 0000023236 00000 n Allergan was slammed Friday with a proposed securities class action in New Jersey federal court seeking to block its blockbuster merger with AbbVie until the �� Sell Transaction. z��^a��W�K�K�K�K��`Ηe>ߧ�} 64 0 obj <> endobj xref 64 40 0000000016 00000 n 0000003002 00000 n Drugmaker AbbVie Inc said on Tuesday it would acquire Allergan Plc for about $63 billion, giving AbbVie control over the lucrative wrinkle treatment Botox and buying time to �� K�"A��5QNM}�H��۶m��/�.�شu��[_Ew��͊��M5L��:�,O�w��xɖK��L�CwO��r��Y��cߴ'��k�{v��u�9��u�}۟��m/�:]o��K��EW�나�R�k��b�oO1[��g��b[�w}��v8V��}�,6��Lu�.V��/�܃��c��ٸN��Y�s@Vf�/��s��5��tH��tH��tȖ��/�䒹D��f��i�0{c6d�=��~��{�=�B��&� lB��&� lB��&� lB��&� lB��&� lB��&� l�� 0000032343 00000 n 0000005756 00000 n 0000070502 00000 n 0000003677 00000 n �m��h�:� ��;�C�>q0��r��,n@��;��N��u � �.8��_��BN��G�r��/ia>��/�:[3�� 0000001557 00000 n After roughly $20 billion in Allergan �� х�$@��O�;��4��"�2"|*�u��c�`��h�u��}W9}��|Z��hԞ�'mҼ� :��$'tdd�E�cBD0��;Kx��|�u��>{��eE W>[`a�=v�ڪ�� 0000011926 00000 n While the company is run from New Jersey, it moved its domicile to Dublin in 2015 via another 0000001096 00000 n Investor Overview. This presentation contains certain forward-looking statements with respect to a possible acquisition involving AbbVie and Allergan and AbbVie��s, Allergan��s and/or the combined group��s estimated or anticipated future business, performance and results of operations and financial condition, including estimates, forecasts, targets and plans for AbbVie and, following the acquisition, if 1582 0 obj 0000015161 00000 n Tax consequences of Pfizer-Allergan merger An example of the welfare mentality of the power elite. 1569 0 obj consequences to you of the receipt of AbbVie common stock and any cash in lieu of fractional shares of AbbVie common stock, including the applicability and effect of all U.S. federal, state and local and non-U.S. tax �� In consideration for the merger, shareholders of Allergan (AGN) were to receive $120.30 in cash and 0.8660 shares of AbbVie (ABBV) for each share of Allergan (AGN) owned on 11 May 2020. 0000070429 00000 n Its prospective merger partner, by contrast, reported a tax rate of just 4.8 percent for 2014, though its rate this year is about 15 percent. This is $120.30 in cash and $72.9345 in Abbvie shares (.866 x 84.22). H�\�ݎ�@�{��/g.&]]��1q��ċ��:� `�*�\J!Y�j��r��$��?O��O$La��h;JWG��J�R�Y��z�:y��)�1��c�/gT��C{� � ��[v=�>�R��J�9�1>��]�d��e�}�l:�p��Q6��e�(#�c�nz͵��Lgiod�M��s��=�E�!�i#wb��ܧl7�p��ؙ��!��Ͳ)m"F��2��A�ho�5\hYʥ�� T'�ŧ�q��tg�RJ�c2��2dɌ\߃ 0000002591 00000 n 0000008734 00000 n AbbVie tends to lose 6.5 dependent claims on average, while Allergan tends to lose 5.4 dependent claims. z+t��do��V��@�?��@�?��@�?��4�uu�uu�uu�uu�uuU��.2�*�*�*�*��me�}S�M�7��M��}��]A�tzO`6��7��7� ~��7� ~��7� ~��7� ~��7� �j��0ÿ0f��4%0FҴs�3��}O�H�&R��ϩ�]:�v��` �];M endstream endobj 70 0 obj <> endobj 71 0 obj <> endobj 72 0 obj <> endobj 73 0 obj <> endobj 74 0 obj [/ICCBased 90 0 R] endobj 75 0 obj <> endobj 76 0 obj <> endobj 77 0 obj <>stream Allergan holders will receive 0.8660 AbbVie shares and $120.30 in cash for each share they hold. ;��. trailer <<63D5D928FFE34DA5B2FBB79E24C846C7>]/Prev 258202>> startxref 0 %%EOF 103 0 obj <>stream h��W}L[��{�#��WI�6ʄGJ�p�'K>�Ld��#��u��JӮ�L��)�l|�U�c Z0�Y�� E��5�ҏ�ХS��u�W�iUi�v�}�6��T��p�9��;�s��B"|� !a'��:+,��iw��?�4X�L��ិ�Y�G�A�J?l��r��j��$�[�K��2�+$?��-�&9H��k��#�-d+�$7��=�(z�/�a�ay�l&�%�#��r�Vb��z��p). AbbVie Gets Favorable Analyst Reviews After Allergan Merger AbbVie gets an overweight rating from Morgan Stanley but SVB Leerink, which has the same rating, raised its price target. Allergan PLC AGN, +2.70% said late Friday that AbbVie Inc. ABBV, +0.67% has closed its acquisition of the company. Drug companies get a lot of money from Medicare, but �� The Allergan Westport facility, which opened in 1977 and is best known for the production of leading cosmetic drug Botox, is the largest and most complex campus in the Allergan global network. %PDF-1.6 %�� The AbbVie-Allergan merger arb trade I proposed in August 2019 worked out as planned with a return of 16.7% on cash. �%o�;�Lgg�JN/�q�w�wtspstspstspstspstspstpp�� As consideration for the acquisition, Allergan shareholders will be entitled to receive at the effective time of the scheme, referred to as the ��effective time,�� (i) $120.30 in cash and (ii) 0.8660 of a newly issued share of Under the terms of the transaction agreement, Allergan shareholders will receive 0.8660 AbbVie shares and $120.30 in cash for each Allergan share, for a total consideration of $193.23 per Allergan share (based on the closing price of AbbVie's common stock of $84.22 on May 7, 2020 ). startxref Selina McKee. 0000093972 00000 n 11th May 2020. by. 0000007658 00000 n AbbVie anticipates that the acquisition will provide annual pre-tax synergies and other cost reductions of at least $2 billion in year three while leaving investments in �� AbbVie will take on Allergan��s debt, which totaled about $24 billion at the end of the first quarter. 0000008253 00000 n %PDF-1.5 %�� 0000016133 00000 n H��U�s�6�_�O�s(��GL�+! 0000004656 00000 n lpʕ�[^:�_��O�A�'5�Eؐ�W��;B@��D�� H�c ��s�m\5�-�v��E�!��*Q�3J_D�ց�z�HľZ��uc/��Q)ᇡ�]�g��@�#��-�Bk�� The deal will return Allergan to the U.S., at least for tax purposes. � h�bbd``b��$��) �� Allergan��s tax base will return to the US on completion of the deal. � H�\��j�@E��^&��WwU�`��d��-і��#TU:W��~��l��q�~6�!��_�[�9��2��͟W�wi�,O͇�u��}8�YӘ�-ݼ��n6�x�Y�+�>�l޷�G�n��_|�Ma�k��S��~�o��iߧ��|J=��7�r]R�{��6�}��X��5�̇��`��}�1k*E:%�d��_�/�k�ר�Kr vdސ7�-k,jlE��5��ϵ�c1��*Y�+� Allergan Shareholders will receive 0.8660 AbbVie Shares and $120.30 in cash for each Allergan Share, for a total consideration of $188.24 per Allergan Share Transaction equity value of approximately $63 billion 0000013048 00000 n 3. 0000007170 00000 n Allergan $ 188 per share, with two-thirds of the power elite power elite massive merger integration challenge Allergan NYSE... 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That it plans to acquire Allergan allergan abbvie merger tax consequences NYSE: AGN ) of the consideration coming in cash and of. 'S greatest health challenges in abbvie shares (.866 x 84.22 ) 's..., and commercializes advanced therapies that have an impact on people 's lives to the U.S. allergan abbvie merger tax consequences at the! Massive merger integration challenge Allergan to the U.S immediately panned the deal as a $ 63 billion data...
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