Pfizer Inc. (NYSE: PFE) today announced that the merger agreement
between Pfizer and Allergan plc (NYSE: AGN) has been terminated by
mutual agreement of the companies. The decision was driven by the
actions announced by the U.S. Department of Treasury on April 4, 2016,
which the companies concluded qualified as an “Adverse Tax Law Change”
under the merger agreement.
“Pfizer approached this transaction from a position of strength and
viewed the potential combination as an accelerator of existing
strategies,” stated Ian Read, Chairman and Chief Executive Officer,
Pfizer. “We remain focused on continuing to enhance the value of our
innovative and established businesses. Our most recent product launches,
including Prevnar 13 in Adults, Ibrance, Eliquis and Xeljanz, have been
well-received in the market, and we believe our late stage pipeline has
several attractive commercial opportunities with high potential across
several therapeutic areas. We also maintain the financial strength and
flexibility to pursue attractive business development and other
shareholder friendly capital allocation opportunities.”
“We plan to make a decision about whether to pursue a potential
separation of our innovative and established businesses by no later than
the end of 2016, consistent with our original timeframe for the decision
prior to the announcement of the potential Allergan transaction,”
continued Read. “As always, we remain committed to enhancing shareholder
value.”
In connection with the termination of the merger agreement, Pfizer has
agreed to pay Allergan $150 million for reimbursement of expenses
associated with the transaction.
As previously announced, Pfizer plans to report its First-Quarter 2016
financial results on May 3, 2016.
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
world's 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 world's 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. For more information, please
visit us at www.pfizer.com.
In addition, to learn more, follow us on Twitter at @Pfizer
and @Pfizer_News,
LinkedIn,
YouTube
and like us on Facebook at Facebook.com/Pfizer.
DISCLOSURE NOTICE: The information contained in this release is as of
April 6, 2016. Pfizer assumes no obligation to update forward-looking
statements contained in this release as the result of new information or
future events or developments.
This release contains forward-looking information related to Pfizer’s
plans, including with respect to a potential separation transaction, and
Pfizer’s marketed and pipeline products, that involve substantial risks
and uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements. Risks and
uncertainties include, among other things, the uncertainties inherent in
business and financial planning, including, without limitation, risks
related to Pfizer’s business and prospects, adverse developments
in Pfizer’s markets, or adverse developments in the U.S. or global
capital markets, credit markets or economies generally that could
significantly impact Pfizer’s ability to implement, or realize the
benefits of, the potential separation transaction; the uncertainties
inherent in research and development; whether and when any applications
for Pfizer’s pipeline products may be filed with regulatory authorities
in any jurisdictions and whether and when regulatory authorities in any
such jurisdictions may approve any such applications, which will depend
on the assessment by such regulatory authorities of the benefit-risk
profile suggested by the totality of the efficacy and safety information
submitted; decisions by regulatory authorities regarding labeling and
other matters that could affect the availability or commercial potential
of Pfizer’s products; and competitive developments.
A further description of risks and uncertainties can be found in
Pfizer’s Annual Report on Form 10-K for the fiscal year ended December
31, 2015, 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 10-Q and Form
8-K, all of which are filed with the Securities and Exchange Commission
and available at www.sec.gov
and www.pfizer.com.
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