Pharma mergers fail on US tax inversion rules

A merger between Pfizer and Allergan -  the largest pharmaceuticals merger ever – has faltered due to new moves by the US Government to prevent tax avoidance.  The US Treasury has adopted measures designed to reduce the appeal of tax inversion deals, which enable corporations to move their headquarters to countries with lower tax rates. The companies said that the deal, worth $160bn (£113bn), had been abandoned “by mutual agreement." Under its terms, Pfizer would have relocated its headquarters from New York to Ireland.  Allergan had already moved its head office to Dublin last year after a merger with Irish firm Actavis. US tax inversion rules also prevented the takeover of British firm Shire by US drugs company AbbVie in 2014 and are believed to be threaten other pharmaceutical deals.

The largest pharmaceuticals merger in history, between Pfizer and Allergan, has been abandoned after the US government took fresh steps to clamp down on tax avoidance deals.

The $160bn (£113bn) deal, announced in November, was thrown into doubt following the move by the US Treasury on Monday to make so-called tax inversion deals, by which corporations relocate their headquarters to countries with a lower tax rate, less financially appealing.

The companies said on Wednesday that the deal had been terminated “by mutual agreement,” a decision “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.”

Shares in Botox producer Allergan crashed nearly 20% in after-hours trading on Monday , following speculation that the deal would be affected by the US government move. Barack Obama called on Congress to close “one of the most insidious tax loopholes out there”, saying it shortchanges the country. The president said less tax revenue meant less spending on schools, transportation networks and other investments. He said the practice also hurts middle-class Americans because “that lost revenue has to be made up somewhere”.

“When companies exploit loopholes like this it makes it harder to invest in the things that are going to keep America’s economy going strong for future generations,” Obama said.

Under the deal Pfizer intended to re-domicile from its headquarters in New York to Ireland. Allergan moved its head office to Dublin after a reverse merger with the Irish drugmaker Actavis a year ago.

The US tax inversion rules also scuppered US drugs group AbbVie’s $54bn takeover of Britain’s Shire in 2014. AbbVie pulled out of the agreed deal after a detailed examination of the rules, and concluded they made Shire less valuable to AbbVie.

John Colley, a professor at Warwick Business School, said: “The stock market thinks that the US government is likely to be successful with this move. Several pharmaceutical deals are based on similar tax benefits.

“Indeed this move may well prevent recent tax inversion deals altogether. If so, US businesses will have to rely on more conventional benefits to justify their overseas merger plans. Pfizer may terminate the deal or alternatively renegotiate a lower price. Certainly their shareholders will not now be happy with the terms of the original deal.”



Pfizer chief executive Ian Read has made no secret of his desire to split the company into two parts, one comprising patented-protected innovative drugs and the other with older products that have come off patent or are close to it.

The two drugmakers agreed either party may terminate the deal if a change in US law would cause the combined company to be treated as a domestic corporation for federal income tax purposes.