Pfizer Inc.(NYSE: PFE) and King Pharmaceuticals, Inc. (NYSE: KG) today announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Pfizer will acquire King, a diversified specialty pharmaceutical discovery and clinical development company, for $3.6 billion in cash, or $14.25 per share, which represents a premium of approximately 40% to King’s closing price as of October 11, 2010, and 46% percent to the one-month average closing price as of the same date. The transaction was approved by the boards of both companies and is expected to be accretive to Pfizer’s adjusted diluted earnings per share(1) by approximately $0.02 annually in 2011 and 2012, and approximately $0.03 – $0.04 annually from 2013 through 2015.
The transaction will further expand Pfizer’s business profile, providing immediate, incremental diversified revenues generated by King’s portfolio, including a prescription pharmaceutical business focused on delivering new formulations of pain treatments designed to discourage common methods of misuse and abuse, the Meridian auto- injector business for emergency drug delivery, which develops and manufactures the EpiPen® and is a long-term, critical supplier to the U.S. Department of Defense, and an animal health business that offers a variety of feed additive products for a wide range of species. King’s three key businesses are not only complementary to Pfizer’s businesses, but are also strategically aligned with Pfizer’s Primary Care, Established Products and Animal Health business units, enabling a seamless combination that will maximize King’s assets with Pfizer’s global organization’s scale and resources.
This strategic combination will allow Pfizer to leverage its existing commercial capabilities and expertise to create one of the leading broad portfolios for pain relief and management in the biopharmaceutical industry, offering both currently marketed opioid and non-opioid products, as well as a pipeline spanning stages of clinical development. In addition to Pfizer’s current treatments for pain – which include Lyrica and Celebrex – King will bring Avinza, the Flector Patch and the recently launched Embeda, the first approved opioid pain product with design features intended to discourage misuse and abuse, two compounds in registration, which have the potential to lower the risk of abuse, as well as other compounds in development.
“We are highly impressed by King’s innovative products and technology in the pain relief disease area, as well as by its success in advancing promising compounds in its pipeline. The combination of our respective portfolios in this area of unmet medical need is highly complementary and will allow us to offer a fuller spectrum of treatments for patients across the globe who are in need of pain relief and management,” stated Jeffrey Kindler, Pfizer’s chairman and chief executive officer. “In addition, the revenue generated by King’s portfolio will further diversify Pfizer’s business, while at the same time contributing to steady earnings growth and shareholder value.”
“By bringing together King’s capabilities in new formulations of pain treatments, designed to discourage common methods of misuse and abuse, with Pfizer’s commercial, medical and regulatory expertise, global strength in patient services and reimbursement, and global scale and resources, we believe Pfizer can build on our foundation and take our business to the next level,” said Brian Markison, chairman and chief executive officer of King.
The market for pain relief and management treatments is increasing, with physicians in the U.S. writing approximately 320 million prescriptions to treat pain in 2009. However, the widespread misuse and abuse of prescription pain treatments is a major public health issue and a growing economic burden for the entire industry. King’s leadership in new formulations of pain treatments designed to discourage common methods of misuse and abuse will provide Pfizer with multiple new drug delivery platforms, while providing potential long-term upside.
In addition, Pfizer anticipates the transaction to yield initial cost savings from operating expenses of at least $200 million, which are expected to be fully realized by the end of 2013. The transaction is not expected to impact Pfizer’s 2010 financial guidance(2). Pfizer continues to expect to achieve its 2012 financial targets(2).
Under the terms of the definitive merger agreement, Pfizer will promptly commence a cash tender offer to purchase all of the outstanding shares of King common stock for $14.25 per share in cash. The agreement also provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $14.25 per share in cash. As is customary, the completion of the tender offer is conditioned on Pfizer acquiring sufficient shares to own a majority of the shares of King on a fully-diluted basis.
In addition, the tender offer is subject to regulatory approval in the U.S. and other jurisdictions. The companies are targeting a late fourth-quarter 2010 or first-quarter 2011 closing assuming execution of the tender process and receipt of the appropriate regulatory clearances.
Pfizer’s financial advisor for the transaction was J.P. Morgan Securities LLC while Cadwalader, Wickersham & Taft LLP was its legal advisor. Credit Suisse served as King’s financial advisor, while Covington & Burling LLP served as its legal advisor.
Pfizer will be conducting an analyst and investor conference call/webcast Tuesday, October 12, 2010 at 9:30 am Eastern Time to discuss the transaction. To view and listen to the webcast, visit the Investor Presentations section of Pfizer’s website, www.pfizer.com. You can also listen to the conference call by dialing either (866) 395-3896 in the United States or (706) 634-2365 outside of the United States. The password is “Pfizer.”
(1) “Adjusted income” and its components and “adjusted diluted earnings per share (EPS)” are defined as reported net income and its components and reported diluted EPS excluding purchase-accounting adjustments, acquisition-related costs, discontinued operations and certain significant items. “Reported net income” is defined as net income attributable to Pfizer Inc. in accordance with U.S. generally accepted accounting principles. “Reported diluted EPS” is defined as reported diluted EPS attributable to Pfizer Inc. common shareholders in accordance with U.S. generally accepted accounting principles.
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.
(2) Reconciliations of full-year 2010 guidance and 2012 targets for adjusted income(1) and adjusted diluted EPS(1) to full-year 2010 guidance and 2012 targets for reported net income(1) and reported diluted EPS(1) are set forth in Pfizer’s Current Report on Form 8-K dated August 3, 2010.
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