While the news that Pfizer has been sniffing around AstraZeneca has been around for a while [4], it is the confirmation this morning from Pfizer that it is considering a cash and stock offer for AZN that has been the catalyst to push futures off their early trading levels, on yet another instance of the Pharma M&A bubble [5]which we have been chronicling here in recent weeks. Needless to say, a Pfizer-AstraZeneca combination valued at roughly $100 billion would create the largest healthcare company by revenue and likely serve as the pharma bubble "peak "indicator very much like the Blackstone IPO marked the financial top in 2007.
According to the Bloomberg bulletin summary, Pfizer says AstraZeneca shareholders would receive “a significant premium” for their AstraZeneca shares, to be paid in a combination of cash and shares in the combined entity, according to statement.
- Pfizer “confident a combination is capable of being consummated"; two companies would be combined under a new U.K.-incorporated holding company
- Pfizer made offer on Jan. 5 for cash and shares worth GBP46.61 per AstraZeneca share; 30% premium to AstraZeneca’s closing share price of GBP35.86 on Jan.3
- Firm offer conditional on due diligence review, unanimous recommendation by Astra board
- AstraZeneca spokesman said on the phone the company is in process of reviewing Pfizer statement
- Says no immediate comment on Pfizer statement.
More from the WSJ [6]:
Pfizer said it had originally approached AstraZeneca in January about a possible merger of the two companies and they held "high-level" talks, but these were discontinued on Jan. 14. Pfizer said it made its second approach on April 26.
Pfizer's previous proposal made to the board of AstraZeneca on Jan. 5 included a combination of cash and shares in the combined entity, which represented an indicative value of £46.61 ($76.62) per AstraZeneca share and a premium of 30% to AstraZeneca's closing share price of £35.86 on Jan. 3.
The indicative price would value AstraZeneca at about £58.73 billion, or $98.68 billion.
Pfizer said that if the deal goes ahead the two companies would be combined under a new U.K.-incorporated holding company, with management in both the U.S. and U.K. It would maintain its head office in New York and list its shares on the New York Stock Exchange.
"We have great respect for AstraZeneca and its proud heritage as an innovation-driven biopharmaceutical business with a rich science-based foundation in both the United Kingdom and Sweden," said Pfizer Chief Executive Ian Reed. "In addition, the United Kingdom has created attractive incentives for companies to manufacture products and maintain and protect intellectual property, and we have seen that capital and jobs have followed these types of incentives."
"The combination of Pfizer and AstraZeneca could further enhance the ability to create value for shareholders of both companies and bring an expanded portfolio of important treatments to patients," Mr. Reed added.
Still, for now at least AstraZeneca which surged on the news earlier, appears to no have great repsect for the offer, and in a statement released moments ago said that it concluded it was not appropriate to engage in talks, as the proposal significantly undervalues the company, adding it is committed to its strategy announced in March 2013 and urges shareholders not to take action. In other words, if Pfizer could please raise its offer a bit to quite a bit, that would be great.