Bachelorarbeit, 2017
32 Seiten, Note: 2,0
1. Introduction
2. Multiples Valuation
2.1 The pharmaceutical industry
2.2 Comparable Companies
2.3 Multiples Selection and Results
3. Transaction Multiples Valuation
3.1 Comparable Transactions
3.2 Multiples Selection and Results
4. Event Study Analysis – Merger
4.1 Parameter Selection
4.2 Results
5. Event Study Analysis – Termination
5.1 Parameter Selection
5.2 Results
6. Conclusion
This bachelor thesis investigates whether the acquisition price agreed upon by the boards of Pfizer Inc. and Allergan plc. was fair. By utilizing standalone and transaction multiples valuation, as well as conducting event study analyses for both the merger announcement and the subsequent termination, the research evaluates the financial justification of the deal and explores whether the market perceived the merger as value-accretive or if Pfizer significantly overpaid for Allergan.
1. Introduction
Even though the pharmaceutical industry is in steady change and experiences thousands of mergers and acquisitions (M&A) deals per year (Fig. 1), the proposed fusion of the two biopharmaceutical corporations, Pfizer Inc. (Pfizer, PFE) and Allergan plc. (Allergan, AGN), stood out when it was announced on November 23rd, 2015 (Pfizer Inc., 2015).
On the one hand, the merger would have been not only the biggest to ever be completed in the pharmaceutical industry but also the third largest in economic history by deal value (IMAA Institute, 2017b). The two firms “agreed to combine […] in a stock transaction valued at $363.63 per Allergan share, for a total enterprise value of approximately $160 billion” (Pfizer Inc., 2016a, p. 2), which, furthermore, represented a premium of more than 25% on Allergan’s stock price before the companies announced to be in talks on October 29th, 2015 (Allergan plc., 2015b). The transaction would also have created the largest pharmaceutical company in terms of revenue in the world (ThomsonOne, 2017b).
On the other hand, the combination was structured in a way to circumvent United States (US) laws on corporate inversions. Pfizer shareholders were assumed to own 56% of the new, Ireland-based parent firm and Allergan shareholders 44% respectively (Groden & Smith, 2015). Therefore, the transaction was expected by the involved parties to be unaffected by the changes in US tax law the Treasury Department declared just days before the announcement (U.S. Department of the Treasury, 2015) and the new enterprise to be treated as a foreign corporation for US federal income tax purposes (Pfizer Inc., 2016a, p. 2). As I will conclude, this had a main impact on the pricing of Allergan as Pfizer hoped to save billions of dollars in tax payments on future profits as well as on the repatriation of foreign income (de la Merced, Gelles, & Picker, 2015).
1. Introduction: This chapter introduces the failed mega-merger between Pfizer and Allergan, outlining the core research question and the methodological approach of combining valuation techniques with event studies.
2. Multiples Valuation: The author examines the pharmaceutical industry's business models and performs a standalone valuation of Allergan, concluding that the target company appeared overvalued based on market metrics.
3. Transaction Multiples Valuation: This section refines the valuation using comparable M&A transactions in the pharmaceutical sector, ultimately suggesting that Pfizer would have overpaid for Allergan despite potential synergies.
4. Event Study Analysis – Merger: The chapter analyzes market reactions to the announcement, showing that the merger did not convince investors, as stock performance remained below expectations.
5. Event Study Analysis – Termination: This part evaluates the market response to the deal's termination, highlighting that Pfizer's shares reacted positively, further supporting the overvaluation hypothesis.
6. Conclusion: The final chapter synthesizes the results, confirming that the acquisition price was excessively high and that the market's skepticism was justified throughout the process.
Pfizer, Allergan, M&A, Multiples Valuation, Event Study, Corporate Inversion, Pharmaceutical Industry, Stock Performance, Abnormal Return, Deal Termination, Valuation, Financial Analysis, Biopharmaceutical, Merger, Market Capitalization.
The thesis aims to assess whether the proposed $160 billion merger between Pfizer and Allergan was fairly valued or if Pfizer offered an excessive price for the target company.
The work focuses on pharmaceutical M&A trends, corporate tax inversion strategies, standalone and transaction-based business valuation, and stock market reactions to major corporate events.
The author uses a multi-methodological approach, including multiples valuation (standalone and transaction-based) and quantitative event study analysis to measure abnormal returns.
The research concludes that Allergan was consistently overvalued across various metrics and that Pfizer would have paid a significant premium that could not be justified by standard financial modeling.
It covers industry characteristics, detailed financial valuation models, and empirical event studies analyzing both the announcement and the eventual termination of the acquisition.
Key terms include Pfizer, Allergan, M&A, Corporate Inversion, Multiples Valuation, Event Study, Abnormal Return, and Pharmaceutical Industry.
The market was skeptical; Allergan’s shares rose but did not reach the conversion value, while Pfizer’s stock did not experience a positive boost, indicating a lack of investor confidence in the deal's value.
The merger was structured as a corporate inversion to shift Pfizer's tax jurisdiction to Ireland, which was a key driver for the deal to mitigate tax liabilities on foreign-earned profits.
The merger was called off following new regulatory interventions by the US Treasury Department aimed at curbing corporate inversion deals, which compromised the financial benefits Pfizer sought.
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