纽约 2015年11月23日
注：中文翻译仅供参考。 具体内容以英文新闻稿为准。
以行业最佳的创新药品和成熟药品业务创建一家的全球生物制药企业；
强化创新药品和成熟药品业务的收入及盈利成长趋势；
以100 多项合并后的中后期研发计划拓宽创新产品线；
此项交易预计在 2016年下半年结束；
预期不会影响辉瑞2017年经过调整的稀释后每股收益（EPS），2018财年将开始增加，2019年的增幅将超过10%，2020年的增幅将为15%至20%；
从2018年开始，预期合并后经营性现金流将超过 $250亿；
更高的财务灵活性将促进在美国的持续投资；
保留创新药品和成熟药品业务在未来分离的可能。
辉瑞公司（NYSE：PFE）和艾尔建公司（NYSE：AGN）于今天宣布：双方的董事会已一致同意，批准两家公司达成最终的合并协议，辉瑞——一家全球创新生物制药公司将合并艾尔建——一家全球制药公司，同时也是新的行业模式——增长型制药公司的引领者。以2015年11月20日辉瑞普通股$32.18的收盘价为基准，交易涉及的艾尔建股票当前价格为每股$363.63美元，企业总价值约为$1600 亿美元。本次交易代表着在2015年10月28日的辉瑞股价及未受影响的艾尔建股价基础上，超过 30% 的溢价。艾尔建股东将收到每股艾尔建股票折合11.3 股的合并后的公司股票，辉瑞股东将收到每股辉瑞股票折合1股的合并后的公司股票。
“辉瑞和艾尔建合并的目的，就是为了创建一家的全球制药企业，拥有为全世界更多的人研发和销售更多药物及疗法的能力，”辉瑞公司董事长兼首席执行官晏瑞德表示。“艾尔建的业务可以契合并强化辉瑞的业务，形成行业最佳、可持续且前景乐观的创新药品和成熟药品业务。通过此次合并，辉瑞将拥有更大的财务灵活性，从而有利于我们不断研发创新型药物，让股东直接获得资本回报，并持续在美国投资；同时，还能让我们凭借在本行业的更大竞争优势，不断寻求业务发展的机遇。”
“艾尔建同辉瑞的合并是一次具有高度战略意义的增值交易，两家生物制药巨头的合并必将更好地改善患者的生活质量，”艾尔建首席执行官布伦特•桑德斯说。“此项大胆的举措揭开了艾尔建成功变革的新篇章，我们得以在一个大得多的规模上利用更大的运营资源。此次与辉瑞的联合与我们在七大高成长型治疗领域的产品高度契合，而我们强健的研发产品线又可以融入辉瑞的创新药品和成熟药品业务、广阔的全球覆盖和研发实力，从而创建一家全新的生物制药领军者。”
根据提议的交易条款，辉瑞和艾尔建的各自业务将合并到艾尔建公司，并更名为“辉瑞公共有限公司（Pfizer plc.）”。这两家公司合并后的公司股票将在纽约证券交易所上市，并以股票名“PFE”挂牌交易。一旦完成了本次交易，合并后的公司预期将保留艾尔建在爱尔兰的法定地址。辉瑞公司将把全球运营总部设在纽约，行政办公室设在爱尔兰。
通过艾尔建在多个亟需的治疗领域（例如：美容与皮肤病学、眼部治疗、胃肠道、神经科学和泌尿科等）持久和创新的旗舰品牌形成的不断增长的收入来源，辉瑞的创新药业务将得到极大的增长。合并后的公司将获益于关键治疗领域中药品所带来得更广的创新产品线、以及更多元化的支付方带来的可持续成长。有了艾尔建的加入，辉瑞在新分子实体和产品线扩展方面都将增强其研发能力。合并后产品线涵盖100 多项中后期研发计划和更大的研发及制造投资资源，预期能够长期保持创新药业务的增长。合并后的公司通过产品的审批、发布以及合并后公司的内联效应，有望在增长方面居于地位。
辉瑞和艾尔建的合并将明显扩大辉瑞成熟药业务的规模，双方的互补能力将实现合并后成熟药品产品线的化。艾尔建的妇科健康和抗感染系列的加入将深化辉瑞的成熟药业务；而利用辉瑞现有的商业能力、基础设施和全球规模，艾尔建的成熟药品系列必将扩大其应用范围。此外，艾尔建还将为合并后的公司带来外用制剂、制造及其安达（Anda）分销能力。
在与艾尔建合并、以及两家公司后续整合之后，辉瑞最迟将在2018年年底就合并后的公司创新药品和成熟药品业务可能的分拆作出决定。
据辉瑞公司预计，本次交易结束后的三年时间内，将会带来超过$20亿美元的经营性协同效应。辉瑞估计在本次交易结束后的第一年里，合并后的公司将有大约 17%-18%的形式上调整后的有效税率1。本次交易预期不会影响辉瑞2017年经过调整的稀释后每股收益（EPS）1，2018财年将开始增加，2019年的增幅将超过10%，2020年的增幅将为15%至20%。这些预期，已经包含本次交易后预期的股票回购所带来的影响。从2018年开始，合并后的公司预期每年将产生超过 $250亿美元的经营性现金流。
本次交易预期不会影响辉瑞现有的每股股票的股利支付水平。据预计，合并后的公司将采用其合并后的现金流来支持具有吸引力的股利政策，并实现调整、稀释后每股收益（EPS）约 50% 的股息支付率。1
独立于本次交易且与2015年相一致的是，辉瑞预计将于2016年上半年实施一项大约 $50亿美元的加速股票回购计划。在原先宣布的回购授权中，辉瑞仍有大约 $54亿美元。
本次交易预计在2016年下半年结束，将受一些条件的制约，包括需获得包括美国和欧盟等在内的相关监管机构的法规批准，获得辉瑞股东和艾尔建股东必要的批准，以及艾尔建的仿制药业务与Teva制药有限公司尚未完成的剥离交易。艾尔建预期在2016年的第1季度结束该交易。
根据合并协议的条款，艾尔建母公司将成为合并后集团的母公司。艾尔建的全资子公司将并入辉瑞，并须得到股东的批准，艾尔建母公司将在本次交易结束后更名为“辉瑞公共有限公司(Pfizer plc.)”。根据合并前瞬时盈余，艾尔建将影响到11.3：1 的比例拆股；因此，对于每一位艾尔建股东而言，每股艾尔建股票将收到11.3 股的合并后公司股票，辉瑞股东将收到每股辉瑞股票折合1股的合并后的公司股票。辉瑞的美国股东将确认应课税收益（而不是亏损），以符合美国联邦所得税的要求。本次交易预期免除艾尔建股东的美国联邦所得税。
辉瑞股东将有机会为他们持有的部分或全部辉瑞股票，而选择接收现金而不是合并后的公司股票，其前提是：合并中所支付的现金总额不小于$60亿美元或不大于$120亿美元。如果合并中所支付的现金总额小于$60亿美元或大于 $120亿美元，则将按比例分配股票和现金的选择。
在本次交易后、并且假设全部 $120亿美元现金都已在合并中支付，则在完全稀释基础上，预计原先的辉瑞股东将持有约 56% 的合并后公司的股票，而艾尔建股东将拥有约 44%的合并后公司。
辉瑞公共有限公司董事会预期由 15 位董事组成，包括辉瑞现有的11位董事和艾尔建现有的4 位董事。艾尔建董事 Paul Bisaro是艾尔建目前的执行总裁，布伦特•桑德斯是艾尔建目前的首席执行官（CEO），另两位艾尔建董事将在日后选出。辉瑞公司董事长兼首席行政官（CEO）晏瑞德将担任合并后的公司的董事长兼CEO。布伦特•桑德斯将担任合并后的公司的总裁兼首席运营官（COO）。他将负责管理辉瑞和艾尔建合并后的各项商业业务、生产制造和企业战略职能。
古根海姆证券、高盛公司、森特尔维尤合伙公司和莫里斯公司担任辉瑞在本次交易中的财务顾问， Wachtell、利普顿、罗森法人律师事务所、世达律师事务所、Arps、Slate、Meagher & Flom LLP 和A & L Goodbody担任其法律顾问。
摩根大通和摩根士丹利担任艾尔建在本次交易中的财务顾问，佳利律师事务所Steen & Hamilton LL、瑞生国际律师事务所和Arthur Cox则担任其法律顾问。
在辉瑞，我们运用科学以及我们的全球资源来改善每个生命阶段的健康和福祉。在药品的探索、开发和生产过程中，我们致力于设定品质、安全和价值标准。我们多样化的全球保健产品包括药品和疫苗，以及世界驰名的许多消费产品。每天，世界各地成熟市场和新兴市场的辉瑞员工致力于推进健康，以及能够应对我们这个时代最为棘手的疾病的预防和治疗方案。我们还与医疗卫生专业人士、政府和当地社区合作，支持全世界的人们能够获得更多的可靠、可支付的医疗卫生服务，这与我们作为世界的生物制药公司的责任是一致的。150多年来，辉瑞一直努力为所有信赖我们的人们提供更好的服务。如需了解更多有关辉瑞公司的信息，敬请访问www.pfizer.com。
艾尔建公司（NYSE: AGN）总部位于爱尔兰都柏林，这是一家独特的全球制药公司，引领着制药行业的全新典范——增长型制药公司。 艾尔建致力于研发、生产和销售创新品牌药、 高质量的仿制药和非处方药（OTC）以及生物制剂等，以提高患者的生活质量。
艾尔建公司拥有行业最佳的产品组合，以提供众多重要的治疗方案，其产品覆盖了中枢神经系统、眼部治疗、医疗美容、消化、妇科健康、泌尿、心血管和抗感染等治疗领域。作为全球第三大仿制药生产企业，为患者提供高质量且具有竞争力的药品。在研发领域，艾尔建也是行业的领导者，拥有制药领域最广泛的研发产品线，并在提交全球仿制药申请中处于地位。
艾尔建公司的业务遍及全球约100个国家和地区，公司致力于与医生、医疗行业人士共同为患者提供创新和具有意义的治疗方案，帮助世界各地的患者限度地创造生命的无限潜能。
如需了解更多有关艾尔建公司的信息，敬请访问 www.Allergan.com
Pfizer and Allergan to Combine
Nov. 23, 2015
Creates a new global biopharmaceutical leader with best-in-class innovative and established businesses
Enhances revenue and earnings growth profile of innovative and established businesses
Broadens innovative pipeline with more than 100 combined mid-to-late stage programs in development
Transaction expected to close in the second half of 2016
Expected to be neutral to Pfizer’s 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
Expect combined Operating Cash Flow in excess of $25 Billion beginning in 2018
Increased financial flexibility facilitates continued investment in the United States
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 Pfizer’s and Allergan’s 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. “Allergan’s businesses align with and enhance Pfizer’s 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 Pfizer’s 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 Allergan’s Irish legal domicile. Pfizer plc will have its global operational headquarters in New York and its principal executive offices in Ireland.
Pfizer’s innovative businesses will be significantly enhanced by the addition of a growing revenue stream from Allergan’s 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 Pfizer’s established business, and their complementary capabilities will maximize the combined established portfolio. The addition of Allergan’s Women’s Health and Anti-Infectives portfolio will add depth to Pfizer’s established business, and Pfizer will expand the reach of Allergan’s 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 company’s innovative and established businesses by no later than the end of 2018.
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 Pfizer’s 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 Pfizer’s 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.
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 Allergan’s 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.
mmediately prior to themerger, Allergan will effect an 11.3-for-one share split so that each Allergan shareholder willreceive 11.3 shares of the combined company for each of their Allergan shares, and the Pfizerstockholders will receive one share of the combined company for each of their Pfizer shares. Pfizer’s 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 forU.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 out 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.
Pfizer plc’s board is expected to have 15 directors, consisting of all of Pfizer’s 11 current directors and 4 current directors of Allergan. The directors from Allergan will be Paul Bisaro, Allergan’s current Executive Chairman, Brent Saunders, Allergan’s current Chief Executive Officer (CEO), and two other directors from Allergan to be selected at a later date. Ian Read, Pfizer’s 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 Allergan’s combined commercial businesses, manufacturing and strategy functions.
Guggenheim Securities, Goldman, Sachs & Co., Centerview Partners and Moelis & Company are serving as Pfizer’s 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 Allergan’s financial advisors for the transaction with Cleary Gottlieb Steen & Hamilton LLP, Latham & Watkins LLP and Arthur Cox acting as its legal advisors.
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.
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. To learn more, please visit us at www.pfizer.com.
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, women's health, urology, cardiovascular and anti-infective therapeutic categories, and operates the world's 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 Allergan's website at www.allergan.com.
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.
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 [email protected] 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 [email protected] or by calling (862) 261-7488.
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 Pfizer’s directors and executive officers is contained in Pfizer’s proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March 12, 2015, and certain of Pfizer’s Current Reports on Form 8-K. Information regarding Allergan’s directors and executive officers is contained in Allergan’s proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on April 24, 2015, and certain of Allergan’s Current Reports on Form 8-K.
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, Pfizer’s, Allergan’s and the combined company’s 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 Pfizer’s common stock and on Pfizer’s 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 Pfizer’s common stock and on Pfizer’s 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 Pfizer’s 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 Pfizer’s 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.
Statements contained in this communication that refer to Allergan’s anticipated future events, estimated or anticipated future results, or other non-historical facts are forward-looking statements that reflect Allergan’s 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, Pfizer’s, Allergan’s and the combined company’s plans, objectives, expectations and intentions and the expected timing of completion of the transaction. It is important to note that Allergan’s goals and expectations are not predictions of actual performance. Actual results may differ materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business, Pfizer’s 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 Pfizer’s and Allergan’s 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 Allergan’s and Pfizer’s 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 Allergan’s and Pfizer’s 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 Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s 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 Allergan’s other investor communications. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.
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.
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.
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.
Expectations include the impact of expected share repurchases following the transaction.
For more information please go to www.premierbiopharmaleader.com.
辉瑞：
投资者
Ryan Crowe, 212-733-8160
Bryan Dunn, 212-733-8917
或
媒体
Joan Campion, 212-733-2798
Andrew Topen, 212-733-1338
或
艾尔建：
投资者：
Lisa DeFrancesco, 862-261-7152
或
媒体：
Mark Marmur, 862-261-7558