Actavis Completes Acquisition of Allergan
Actavis has completed its previously announced acquisition of Allergan, Inc. in a cash and equity transaction valued at approximately $70.5 billion. The combination creates one of the world’s top 10 pharmaceutical companies by sales revenue, with combined annual pro forma revenues of more than $23 billion anticipated in 2015.
The combined company has six blockbuster franchises with combined pro forma 2015 revenues of approximately $15 billion expected, including franchises with annual revenues in excess of $3 billion in eye care, neurosciences/central nervous system, and medical aesthetics/dermatology/plastic surgery. The combined company has an expanded commercial presence, which includes approximately 100 countries, with an enhanced presence across Canada, Europe, Southeast Asia and Latin America and a strong footprint in China and India.The combined company will have R&D fundingof approximately $1.7 billion expected in 2015, focused within brands, generics, biologics and over-the-counter portfolios. The company has more than 20 innovative products in near- or mid-term development. The company’s generics pipeline has approximately 230 abbreviated new drug applications pending at the US Food and Drug Administration, including approximately 70 first-to-file applications, as well as nearly 1,000 marketing authorization applications filed outside of the US in 2014.
Actavis continues to expect the transaction to generate double-digit accretion to non-GAAP earnings within the first 12 months, including approximately $1.8 billion in operating and financial synergies to be realized within one year following the close. These synergies exclude any additional revenue or manufacturing synergies and are in addition to the $475 million of annual savings previously announced by Allergan in connection with Project Endurance, the company’s previously announced cost-savings initiative. Actavis expects to generate strong operating cash flow in excess of $8 billion in 2016.
Actavis has named two former members of the Allergan Board of Directors, Michael R. Gallagher, lead independent director, and Peter J. McDonnell, MD, to the Actavis Board of Directors. David E.I. Pyott, chairman and chief executive officer of Allergan, has elected not to join the combined company’s board of directors, but will continue to serve as chairman of The Allergan Foundation, a US-based, private charitable foundation serving the communities in which Allergan, Inc. employees live and work.
In addition to Mr. Gallagher and Dr. McDonnell, the Actavis Board includes Paul M. Bisaro executive chairman; Brenton L. Saunders, CEO and president; Catherine M. Klema, Nesli Basgoz, M.D., James H. Bloem, Christopher W. Bodine, Christopher J. Coughlin, Patrick J. O’Sullivan, Ronald R. Taylor, and Fred G. Weiss. On February 5, 2015, in preparation for the closing of the acquisition of Allergan, the Actavis Board of Directors voted to reduce the Actavis Board from 14 members to 12, and announced the voluntary resignation of Tamar D. Howson, John A. King, Jiri Michal and Andrew L. Turner, effective upon the close of the transaction.