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Actavis Purchase Of Allergan Makes It A "$100 Billion Merger Monday"
This may not quite be the blow-off top in the merger bubble as companies rush to frontrun the ECB and buy whatever still isn't nailed, but it is getting close. Because while earlier today Baker Hughes announced it would accept the Halliburton offer to buy it unchallenged in a $35 billion transaction leading many to wonder just how much lower the price of oil is still set to drop, moments ago the Allergan "White Knight" swooped from up on high, and as had also been leaked in recent weeks, Actavis agreed to buy the botox- maker which Ackman and Valeant had been so eagerly chasing for months in order to let the roll-up pharma pad its non-GAAP books with another 2-3 years of pro forma "synergies" add backs.
The details as reported: Actavis will acquire Allergan for a combination of $129.22 in cash and 0.3683 Actavis shares for each share of Allergan common stock. Based on the closing price of Actavis shares on November 14, 2014, the transaction is valued at approximately $66 billion, or $219 per Allergan share.
This means that between Halliburton and Actavis, today we have had the first $100 billion "Merger Monday" in over a decade.
Some other observations:
- "Projected Synergies of at Least $1.8 Billion while Maintaining R&D Commitment of Approximately $1.7 Billion"
Translation: some $1.8 billion worth of soon to be former Allergan (and Actavis) employees will soon find out just how "strong" the US labor market truly is.
More from the overly-optimistic expectations:
- Free Cash Flow Generation of more than $8 Billion expected in 2016
- Investment Grade Rating Expected to be Maintained; Rapid Deleveraging to Below 3.5x Debt to Adjusted EBITDA within 12 Months
- Double-Digit Accretion to Non-GAAP EPS within First 12 Months
That's all great, as to what Allergan was going to do standalone in 2015, consensus had its EBITDA at $3.8 billion. This means that excluding largely meaningless synergy expectations, which never materialize anyway, Actavis paid roughly 17.4x forward Allergan multiple...
Nope, no M&A, or botox, bubble at all.

The full statement:
Actavis to Acquire Allergan to Create Top 10 Global Growth Pharmaceutical Company with $23 Billion in Revenue
- Transaction Valued at $66 Billion or $219 per Share in Cash and Actavis Shares -
- Fastest Growing, Most Dynamic Pharmaceutical Company in Global Healthcare -
- Leading Blockbuster Franchises in Ophthalmology, Neurosciences/CNS, Medical Aesthetics/Dermatology/Plastic Surgery, Women's Health, Gastroenterology and Urology -
- Positioned for Long-Term Double-Digit Organic Revenue and Earnings Growth -
- Double-Digit Accretion to Non-GAAP EPS within First 12 Months -
- Expands International Presence with Greater Market and Product Reach -
- Projected Synergies of at Least $1.8 Billion while Maintaining R&D Commitment of Approximately $1.7 Billion -
- Free Cash Flow Generation of more than $8 Billion expected in 2016 -
- Investment Grade Rating Expected to be Maintained; Rapid Deleveraging to Below 3.5x Debt to Adjusted EBITDA within 12 Months -
- Closing Anticipated in Q2 2015 -
Actavis plc (ACT) and Allergan, Inc. (AGN) today announced that they have entered into a definitive agreement under which Actavis will acquire Allergan for a combination of $129.22 in cash and 0.3683 Actavis shares for each share of Allergan common stock. Based on the closing price of Actavis shares on November 14, 2014, the transaction is valued at approximately $66 billion, or $219 per Allergan share. The combination will create one of the top 10 global pharmaceutical companies by sales revenue, with combined annual pro forma revenues of more than $23 billion anticipated in 2015. The transaction has been unanimously approved by the Boards of Directors of Actavis and Allergan, and is supported by the management teams of both companies. Actavis anticipates that the expected permanent financing structure, consisting of a combination of new equity and debt, will support an investment grade rating and provide long-term financing flexibility.
"This acquisition creates the fastest growing and most dynamic growth pharmaceutical company in global healthcare, making us one of the world's top 10 pharmaceutical companies," said Brent Saunders, CEO and President of Actavis. "We will establish an unrivaled foundation for long-term growth, anchored by leading, world-class blockbuster franchises and a premier late-stage pipeline that will accelerate our commitment to build an exceptional, sustainable portfolio. The combined company will have a strong balance sheet, growing product portfolios and broad commercial reach extending across 100 international markets. Our combined experienced management team is dedicated to driving strong organic growth while capturing synergies and maintaining a robust investment in strategically focused R&D.
"This is a financially compelling transaction. With pro forma revenues in excess of $23 billion anticipated in 2015, this combination doubles the revenue generated by our brands business and doubles the international revenue of the combined company. Management is committed to maximizing the potential for the combined company to drive industry-leading top and bottom line growth. With this combination, we plan to transform the growth profile of our pharmaceutical business and have the ability to generate organic revenue growth at a compound annual growth rate of at least 10 percent for the foreseeable future," added Saunders. "The combination is expected to generate strong free cash flow of more than $8 billion in 2016 and substantial growth thereafter, which will enable the rapid repayment of debt. We expect that the combination will result in double-digit accretion to non-GAAP earnings within the first 12 months."
"Today's transaction provides Allergan stockholders with substantial and immediate value, as well as the opportunity to participate in the significant upside potential of the combined company," said David E. I. Pyott, Chairman and CEO of Allergan. "We are combining with a partner that is ideally suited to realize the full potential inherent in our franchise. Together with Actavis, we are poised to extend the Allergan growth story as part of a larger organization with a broad and balanced portfolio, a meaningful commitment to research and development, a strong pipeline and an unwavering focus on exceeding the expectations of patients and the medical specialists who treat them. I am thankful for the hard work and dedication of our employees, and I'm confident they will make many valuable contributions to the combined company. Looking to the immediate future, all of us at Allergan are excited to roll up our sleeves and work closely with the Actavis team to ensure a smooth transition."
"This combination will greatly enhance our U.S. and international commercial opportunities," said Paul Bisaro, Executive Chairman of Actavis. "In the U.S., the combination makes us more relevant to an even broader group of physicians and customers. Overseas, it will enhance our commercial position, expand our portfolio and broaden our footprint in Canada, Europe and Southeast Asia and other high-value growth markets, including China, India, the Middle East and Latin America."
The combined company will be led by Brent Saunders, CEO and President of Actavis, and Paul Bisaro will remain Executive Chairman of the Board. The integration of the two companies will be led by the senior management teams of both companies, with integration planning to begin immediately in order to transition rapidly to a single company. Additionally, two members of the Allergan Board of Directors will be invited to join the Actavis Board of Directors following the completion of the transaction.
Financially Compelling Transaction
The growth profile of the combined pharmaceutical business will be unparalleled in the industry with the ability for double-digit revenue and earnings growth while maintaining investments to grow and develop our product portfolios and pipeline. The addition of Allergan's portfolio, including multiple blockbuster therapeutic franchises, doubles the revenues of Actavis' North American Specialty Brands business. On a pro forma basis for full year 2015, the combined company will have three blockbuster franchises each with annual revenues in excess of $3 billion in Ophthalmology, Neurosciences/CNS and Medical Aesthetics/Dermatology/Plastic Surgery. The specialty product franchises in Gastroenterology, Cardiovascular, Women's Health, Urology and Infectious Disease treatments will have combined revenues of approximately $4 billion.
Actavis projects that the transaction will generate at least $1.8 billion in annual synergies commencing in 2016, in addition to the $475 million of annual savings previously announced by Allergan in connection with Project Endurance. Actavis also plans to maintain annual R&D investment of approximately $1.7 billion, ensuring the appropriate resource allocation to continue driving exceptional organic growth.
Significantly Expanded Brand Pharmaceutical Portfolio Supported by a World-Class North American Sales and Marketing Organization
Allergan's blockbuster franchises in Ophthalmology, Neurosciences, and Medical Aesthetics/Dermatology/Plastic Surgery will complement Actavis' existing blockbuster CNS, Gastroenterology and Women's Health franchises to create a leading portfolio across a broad range of therapeutic areas.
The companies' combined U.S. sales force will have extraordinary marketing reach and increased relevance with more than a dozen medical specialists, including primary care physicians, ophthalmologists, optometrists, dermatologists, aesthetic physicians, plastic surgeons, neurologists, psychiatrists, infectious disease specialists, cardiologists, pulmonologists, gastroenterologists, OB-GYNs and urologists.
Expanded Commercial Opportunities Across Global Markets
The combination of Actavis and Allergan will greatly enhance international commercial opportunities by positioning the combined company to extend its blockbuster franchise strategy on a global scale.
The company will have approximately $5 billion in pro forma 2015 international revenue.
Together Actavis and Allergan will have a commercial presence across 100 markets, including an enhanced presence across Canada, Europe, Southeast Asia and Latin America and a strong footprint in China and India.
The combined company will benefit from Allergan's global brand equity, industry-leading consumer marketing capabilities and strong consumer awareness of key Allergan products, including BOTOX®.
The combined company will have the unique opportunity to drive growth in international markets through its enhanced portfolio of brands, generics, branded-generic and over-the-counter products.
Expanded Pharmaceutical R&D Pipeline
The combined company will provide a strong commitment to R&D, with an exceptional level of annual investment of approximately $1.7 billion, focused on the strategic development of innovative and durable value-enhancing products within brands, generics, biologics and OTC portfolios.
The combination is expected to add approximately 15 projects in near- and mid-term development to Actavis' robust development portfolio.
Additional Details
Actavis anticipates that the permanent financing structure, expected to include a combination of equity and debt, will support an investment grade rating and provide long-term financing flexibility. Actavis expects to finance the cash portion of the consideration with a combination of new senior unsecured notes, term loans and equity securities. The company has committed bridge facilities from JP Morgan Chase Bank, N.A., Mizuho Bank and Wells Fargo and commitments to replace its existing facilities to the extent they are not amended to permit the acquisition and the related financing. The transaction is not subject to a financing condition.
The transaction is subject to the approval of the shareholders of both companies, as well as customary antitrust clearance in the U.S., the EU and certain other jurisdictions, and is anticipated to close in the second quarter of 2015. J.P. Morgan is serving as exclusive financial advisor to Actavis and Cleary Gottlieb Steen & Hamilton LLP is serving as Actavis' lead legal advisor. Goldman, Sachs & Co. and BofA Merrill Lynch are serving as financial advisors to Allergan. Latham & Watkins, Richards, Layton & Finger, P.A. and Wachtell, Lipton, Rosen & Katz are serving as legal counsel to Allergan.
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Bullish.
Surely this would be a good time for me to IPO. I have no track record, no management experience, no income, no revenues, minimal capital, no customers ( but I might have a boss next week, for maybe 4 days work ), no clue ... I should be good for a coupla billion at least, right?
I promise to waste money on pet projects that may or may not make money one day. Surely that would be in my favour? I might even hire some people to indulge my fantasies, who knows - maybe we will reconstitute oil from CO2 and water. (Google it. Others seem to be making it happen so it would be fun trying. Yes, I know the 2nd law of thermodynamics but if you use solar power then the energy was gonna be wasted anyway so it doesn't matter.)
Or if you don't want me to spend that much money then I'll go back to uni and try and figure it all out myself - which you gotta admit is a better fantasy "what I would do with free money" story than most people on this planet would bother to concoct. I got a whole list of stuff I wanna learn. Who knows? With free money, I might even bother to remember what my original plans were.
After your successful IPO, I can't wait for you to merge with CYNK for the collective synergy.
Arrrrgghhhhh, my eyes! Who or what in the hell is that thing in the photo?
I didn't even read the article. This is assult with an ugly weapon.
Wait, she WANTED to look like that? Gotta be something in the water out there.
pods
In think I know that woman, despite the fact that they all look nearly identical at that point in the taxidermy process. She is a building manager. She spends even more money on pills and alcohol than she does on Bo-Tox.
It's the chick from "Black Hole Sun"
www.youtube.com/watch?v=3mbBbFH9fAg
That's a woman?
http://youtu.be/XbP9GgiYyPo
It's the 'T' in LGBT
LGBT? Is that like a BLT?
yes, but with pimento cheese
And a crispy crust.
I'm thinking it's one of those Chupacabra things.
That's gotta be Photoshopped, right? I mean, even Michael Jackson didn't go that nuts on himself. Joan Rivers looks (looked) normal by comparison.
Lol.... "Chupacabra"
Every time I see or hear that word the first thing that pops into my head is Cartman from South park and his "Jewpacabra".
http://youtu.be/M2gtKLpjW2I
Definitely a flying monkey from The Wizard of Oz.
Was that Carrot top or Joan rivers?
Bruce Jenner. Definitely, Bruce Jenner. Or maybe Steven Tyler?
http://www.boudist.com/2009/portrait-photography/photographing-amanda-le...
Wait, what....... ?
mouth so huge you can park 2 full set of penis + testicules inside.
impressive.
platinum parachutes and bonuses all around. belly up to the trough boyz.
Another win for regulatory capture. Feudalism continues apace in the US.
My god, there's people that spend two hours in the boxing ring, and after a few hours of well placed ice bags, they look a whole hell of a lot better than that..
That's OK, was planning on skipping breakfast anyway.
More diarrhea commercials at dinner time.
Do you have moderate to severe................?
Then there is this oldie but goodie:
http://www.youtube.com/watch?v=4MtmIaNc2FI
The condition known as Hot Dog Fingers.......lulz
pods
and pershing square makes a ton of money and it's all somehow legal, and valeant ceo wants to crawl into a hole
Oregon GMO label vote alive, margin down to 0.3%, lobbyists spend over $2,000 per winning vote
Podcast Infotrap: Anthony Freda’s 9/11 Truth art accepted in official museum, remixes Kim Kardashian pic
Dude you are getting annoying. At this point I wouldnt click your link if it was the last clickable thing on the interweb. Pimp your blog somewhere else.
Not to worry, friends. Another Fed official proclaims that low rates are not fueling a stock bubble. Ladies and Gents, Mr. Jerome Powell:
http://www.cnbc.com/id/102190887
Botulinum toxin is a protein and neurotoxin produced by the bacterium Clostridium botulinum
It is the most acutely lethal toxin known, with an estimated human median lethal dose (LD-50) of 1.3–2.1 ng/kg intravenously or intramuscularly and 10–13 ng/kg when inhaled.
Botulinum toxin (BTX) can cause botulism, a serious and life-threatening illness in humans and animals.
... and seriously fucks up your sense of what looks right and what looks hideous ...
... and let that be a warning to all you people who try to haggle with the plastic surgeon ...
After a little time with Start Page I believe the picture is of Amanda Lepore.
"Its a trap!"
yep
a transgender one at that
http://en.wikipedia.org/wiki/Amanda_Lepore
Lepore was born Armand Lepore,[3] and grew up in the Essex County community of Cedar Grove, New Jersey.[4][5] Her father was an Italian-American chemical engineer, and her mother was a German-American housewife who was schizophrenic and spent much time in mental institutions.[6][7] She has one sibling, an elder brother.
Lepore later wrote that "Ever since I can first remember, I knew I was a girl. I couldn't understand why my parents were dressing me up in boys clothing. I thought they were insane."[7] In her early teens she began making costumes for a transgender friend in exchange for hormones.[3] Already isolated from her peers, her parents soon withdrew her from public school and hired a private tutor, then took her to a psychologist who helped her obtain a hormone prescription to properly transition.[8]
At the age of 17, and through a legal loophole, Lepore both married a bookstore owner and was granted sex reassignment surgery.[8][9] Lepore underwent the surgery at the age of 19 in Yonkers, New York.[9] Lepore later left her husband and relocated to New York City in 1989. In the early 1990s, as she established her career as a nightlife figure, Lepore spent her days working in a nail salon, as a dominatrix,[8] and later as a cosmetics salesgirl for Patricia Field. After meeting David LaChapelle one evening while hosting at Bowery Bar, she began collaborating with him and ultimately achieved international acclaim as his muse.[8]
Father was a Chemical Engineer.
Makes me worried about those chemicals he was engineering.
Plastic surgercide!
Lipstick, meet pig.
Is that a photo of Green Bay's Aaron Rodgers' girlfriend, Olivia Something or other??
If what they sell makes you look like her......sorry had to go throw up
well if that was supposed to be a negative story i'll keep my ACT and only sorry i dint buy AGN when i first heard the rumors... $50/share ago...
Thanks for the picture of "Joan Rivers" in her casket that goes with this read!.. She will be better served cremated and her ashes thrown down a Compton storm drain!
On second thought... What a truly horrific and disrespectful thing to do to those poor people?... But it would be nice to do what she would have least wanted!
Only need to see 3 things, and I will tell you everything you need to know for an informed decision on buying, selling, shorting or longing their stock:
1. Detailed Corporate & Financial Statements
2. Market & Sales analysis
3. Executive roster with full CVs, and where they 'worship'.
/ In the NWO-America, you can be sure of one thing, w/o having ANY of this info: The Execs, Board Members, and select Brokers and Bankers will skim off the creamy profits first. Everyone else gets Skimmed Milk. "Cause it's better for you". Stay calm, keep grazing. /s
Hillary???
I don't understand the aging Boomer's obsessions with the oversized Gore-Tex Lip implants. Looking like a duck's ass with a duck's bill attached to it is not high on my list of future failed attempts at rejuvenation.