Pfizer proposes $106 billion deal in AstraZeneca merger
NEW YORK — Pfizer early Friday morning upped the ante in its bid for AstraZeneca, which is now valued at $106 billion. Pfizer’s Chairman and CEO contacted AstraZeneca’s Chairman prior to the issuance of the announcement and AstraZeneca indicated it would respond after its board has reviewed the proposal.
Pfizer has proposed to AstraZeneca a combination of the two companies pursuant to which AstraZeneca shareholders would receive, for each AstraZeneca share, 1.845 shares in the combined entity and 1,598 pence ($27.01) in cash. The proposal represents an indicative value of £50.00 ($84.47) per AstraZeneca share, based on Pfizer’s closing share price of $31.15 on 1 May 2014. The proposal would provide an opportunity for AstraZeneca shareholders to achieve significant value immediately upon closing of the transaction and at the same time participate in the short, medium and long-term value creation expected from the combination, Pfizer stated.
“We have seen significant positive market reaction to the announcement we made on April 28, including from the shareholders of both our companies," stated Ian Read, Pfizer chairman and CEO. "The consistent message we have heard reinforces our belief that there is a highly compelling strategic, business and financial rationale for combining our businesses, with significant benefits for shareholders and stakeholders of both companies. We believe our proposal is responsive to the views of AstraZeneca shareholders and provides a sound basis upon which to arrive at recommendable terms for the combination of our two companies.”
On the basis of Pfizer’s closing share price of $31.15 on 1 May 2014 and an exchange rate of $1.00:£0.5919 on 1 May 2014, the proposal represents a premium of approximately 32% to the unaffected closing price of £37.82 on April 17 (being the date before market speculation of a possible offer by Pfizer for AstraZeneca).
In a letter to England's Prime Minister David Cameron, Read noted that the combined company's corporate and tax residence would remain in England. Read has committed to having two AstraZeneca board members join the combined company's board and to headquarter the combined company's European divisions in the U.K.