Betting big on Botox: Rival company buys drug maker for $63bn

AbbVie Inc. has agreed to pay $63 billion for rival drugmaker Allergan Plc, the latest merger in an industry where some of the biggest companies have been willing to pay a high price to resolve questions about their future growth.

Allergan will get $188.24 a share in cash and stock, according to a statement announcing the deal, a 45% premium to its closing price on Monday. AbbVie declined as much as 15% to $65.56, the biggest intraday drop since 2015. Allergan shares climbed as much as 30%.

The proposed takeover offers a solution to long-standing challenges at both companies. AbbVie gets a set of products big enough to diversify its revenue from Humira, the rheumatoid arthritis injection that is the world’s biggest-selling drug worldwide, with about $20 billion in sales last year. Allergan, which is heavily reliant on the wrinkle reducer Botox, will get a profitable exit for shareholders after a four-year slide.

“This is a good alternative for Allergan versus the current share price,” said David Maris, an analyst with Wells Fargo.

The expected cost savings from the deal will buy both companies more time but not solve their long-term issues. Both of their blockbuster drugs have begun to face pressure: AbbVie may be nearing the limits of how far it can boost Humira’s price as cheaper competitors come to market, a problem Allergan is already grappling with as more alternatives to Botox emerge.

The companies have developed several potentially promising medicines for a range of diseases, though so far none have convinced investors that they can attract the vast pool of patients that take medications like Humira.

The drop in North Chicago, Illinois-based AbbVie’s shares Tuesday is a sign that the takeover may not sail through without challenge. Earlier this year, Bristol-Myers Squibb Co. faced opposition from some top investors to abandon its $74 billion acquisition of Celgene Corp. The deal eventually won the backing of a majority of shareholders, but Bristol-Myers shares are still trading well below their pre-deal value.

Size Scrutiny

On a conference call announcing the deal, AbbVie Chief Executive Officer Richard Gonzalez, who will lead the combined company, said the transaction should ease concerns about future competition to Humira, adding that the drug is lucrative enough to bankroll the purchase of its eventual successor.

“This is a transformation transaction that provides important strategic benefits for both AbbVie and Allergan,” Gonzalez said. “This will have a profound impact on AbbVie’s overall growth story.”

Gonzalez said on the call with investors that the transaction “isn’t highly dependent on pipeline.”

The deal is evidence that even the world’s biggest drugmakers believe they can get bigger. Along with Bristol-Myers’s deal for Celgene, Japan’s Takeda Pharmaceutical Co. earlier this year completed a $62 billion takeover of Shire Plc. A combined AbbVie and Allergan will have sales of about $48 billion, the companies said in a statement, making it one of the biggest in the industry.

The combinations have also begun to attract the notice of antitrust authorities. On Monday, Bristol-Myers said that it had agreed to divest one of Celgene’s top products, the psoriasis pill Otezla, in order to appease regulators at the U.S. Federal Trade Commission. While there are few major areas of overlap between Allergan and AbbVie, the deal is almost certain to get a careful look from regulators.

One drug considered to be a contender to replace some of Humira’s sales over the long term is AbbVie’s Skyrizi, a new psoriasis treatment that many patients may find more convenient than Humira, as it needs to be injected less frequently.

“Patients love Skyrizi, it’s a big contender,” said Mark Lebwohl, the Waldman Chair of Dermatology at the Icahn School of Medicine at Mount Sinai in New York. “It’s four shots a year and appears to be incredibly effective. AbbVie already knows how to sell this drug.”

Back to the U.S.

The deal will return Allergan to the U.S., at least for tax purposes. While the company is run from New Jersey, it moved its domicile to Dublin in 2015 via another merger, partly to take advantage of lower corporate rates abroad. The 2017 U.S. tax overhaul cut corporate levies to 21% from 35%, which reduced incentives for companies to relocate overseas.

AbbVie currently pays far less in tax than that, however, and has said it will have an effective rate of 9% this year. It has projected its effective rate will rise to 13%.

Allergan CEO Brent Saunders had spent months turning over plans for the drugmaker’s future as its stock price dropped from a 2015 peak of almost $340. Those options included selling off the company’s gastrointestinal drugs or women’s health unit, which would have left it more focused on its profitable medical aesthetics line that includes Botox.

AbbVie said it expects at least $2 billion in annual pretax synergies and other cost reductions in year three of the deal.

Allergan holders will receive 0.8660 AbbVie shares and $120.30 in cash for each share they hold. AbbVie will take on Allergan’s debt, which totaled about $24 billion at the end of the first quarter.

Two Allergan directors, including Saunders, will join AbbVie’s board after the purchase is completed, according to the statement. Gonzalez said on the call that he intends to stay with the company at least through Humira’s loss of exclusivity in the U.S.

The deal is expected to close in early 2020, the companies said.

Morgan Stanley & Co. acted as AbbVie’s financial adviser and Kirkland & Ellis LLP and McCann FitzGerald were legal advisers. JPMorgan Chase & Co. was AbbVie’s financial adviser, and Wachtell, Lipton, Rosen & Katz and Arthur Cox gave legal advice. PJT Partners Inc. was a co-financial adviser to AbbVie.