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mick silver
23rd November 2015, 05:43 PM
Mon Nov 23, 2015 | 6:18 PM EST Politicians slam tax-avoiding Pfizer-Allergan mega-deal http://s2.reutersmedia.net/resources/r/?m=02&d=20151123&t=2&i=1097206611&w=640&fh=&fw=&ll=&pl=&sq=&r=LYNXMPEBAM13C The Pfizer logo is pictured at their building in the Manhattan borough of New York October 29, 2015. Reuters/Carlo Allegri




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By Kevin Drawbaugh and Emily Stephenson
WASHINGTON (Reuters) - U.S. politicians condemned Pfizer Inc's deal with Allergan Plc as a tax dodge on Monday, bringing another round of hand-wringing in Washington over the corporate tax code, though legislative action before 2017 is unlikely.
Democrats heaped the most criticism on the New York-based drug maker, with Hillary Clinton accusing Pfizer of using legal loopholes to avoid its "fair share" of taxes in a deal that she said "will leave U.S. taxpayers holding the bag."
The front-runner for the Democratic presidential nomination said she will propose steps to prevent more inversions, but she did not provide details. "We cannot delay in cracking down on inversions that erode our tax base," said the ex U.S. secretary of state and former New York senator in a statement.
Republican front-runner Donald Trump, who has called for a corporate tax overhaul, called the deal "disgusting" in comments to news website Business Insider.
Pfizer is doing the largest inversion deal of all time. In a $160-billion transaction, it plans to move its tax address from the United States to Ireland, if only on paper, by buying and merging into Allergan, a smaller, Dublin-based competitor.
The combined company will be called Pfizer and will be run by Pfizer's CEO, with executive management staying in New York and extensive operations across the United States, but it will no longer be taxed as a U.S. company.
More than 50 similar deals have been done over three decades by well-known companies such as Medtronic Plc, Fruit of the Loom and Ingersoll Rand Plc. Congressional researchers have estimated inversions, left unchecked, will cost the U.S. Treasury nearly $20 billion in the next 10 years.
The White House declined to comment on Pfizer's deal, but a spokesman told reporters in a briefing that Congress should take action to prevent more such transactions.
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The U.S. Treasury Department last week unveiled new rules to clamp down on inversions, its second attempt to do so since a wave of deals peaked in September 2014. But the latest rules amounted to tweaks of existing law and will not impede the Pfizer-Allergan transaction, tax experts said.
Senator Bernie Sanders, Clinton's chief rival for the Democratic nomination, said the deal "would allow another major American corporation to hide its profits overseas."
Perhaps anticipating the deal would draw fire, Pfizer CEO Ian Read sent a letter on Monday to senior senators.
The letter said, "We will maintain our global operational headquarters in New York City. At the time we close the transaction, we will have over 40,000 employees across 25 states ... We will be gaining greater access to resources that will enable us to make significant investments in the U.S."
TAPING OFFSHORE ABROAD
Pfizer holds about $74 billion in profits offshore that, thanks to another loophole, it has not brought into the United States to avoid paying the taxes due under America's worldwide corporate tax system. As an Irish-domiciled company, it will have less costly access to those funds.
Representative Tom Price, one of few congressional Republicans to comment on Monday, said in a statement that more Treasury regulations will not solve the inversions problem. "The only real solution to curbing inversions is tax reform," he said.
But Congress, divided over fiscal issues, is widely seen as unlikely to tackle a tax overhaul before the 2016 elections.
“Pfizer built their business on the back of our research and development tax incentives, our federally supported medical research, our skilled workforce, and our infrastructure," said Democratic Representative Rosa DeLauro in a statement.
"We cannot continue to allow Pfizer and other corporations to pretend that they are American while reaping the benefits this country has to offer, yet claiming to be another nationality when the tax bill comes," she said.
(Additional reporting by Roberta Rampton, Julia Edwards and Doina Chiacu; Editing by Susan Heavey and Christian Plumb)

mick silver
23rd November 2015, 05:46 PM
Pfizer to buy Allergan in $160 billion deal




10:44 AM EST | 01:26
Taxes fuel Pfizer-Allergan merger



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By Ransdell Pierson and Bill Berkrot
NEW YORK (Reuters) - Pfizer Inc on Monday said it would buy Botox maker Allergan Plc in a deal worth $160 billion to slash its U.S. tax bill, rekindling a fierce political debate over the financial maneuver.
The acquisition, which would create the world's largest drugmaker and shift Pfizer's headquarters to Ireland, would also be the biggest-ever instance of a U.S. company re-incorporating overseas to lower its taxes. U.S. President Barack Obama has called such inversion deals unpatriotic and has tried to crack down on the practice.
Democratic presidential front-runner Hillary Clinton pledged to propose measures to prevent such deals. The merger was also slammed by her rival Senator Bernie Sanders as well as by Republican presidential candidate Donald Trump.
"The fact that Pfizer is leaving our country with a tremendous loss of jobs is disgusting," Trump said in a statement.
It was not immediately known how many jobs would be lost as a result of the merger.
Shares of Allergan fell 3.4 percent and Pfizer closed down 2.6 percent as investors learned the merger, under discussion since late October, would bring lower cost savings than they had hoped.
Pfizer also disappointed some investors by delaying by two years a decision on whether to sell off its division consisting of products facing generic competition.
To avoid potential restrictions, the transaction was structured as smaller, Dublin-based Allergan buying Pfizer, although the combined company will be known as Pfizer Plc and continue to be led by Chief Executive Officer Ian Read.
The U.S. Treasury, concerned about losing billions in tax revenue, has been taking steps to limit the benefits of tax inversion deals, but it admitted last week that it would take legislation from Congress to stop such moves.
The deal enhances offerings from both Pfizer's faster-growing branded products business, with additions like Botox, and its older established products unit. Still, investors had hoped Pfizer would sell off the lower-margin business in 2017, a move now put off by the time required to integrate Allergan.
"The only thing I'd really say I'm disappointed about is Pfizer's postponing their break up," said Gabelli Funds portfolio manager Jeff Jonas. He called the delay decision "pretty conservative and a little late."

mick silver
23rd November 2015, 05:48 PM
Pfizer-Allergan to take healthcare M&A deals to above $600 billion in 2015 http://s4.reutersmedia.net/resources/r/?m=02&d=20151123&t=2&i=1097177056&w=640&fh=&fw=&ll=&pl=&sq=&r=LYNXMPEBAM0BU The Allergan logo is seen in this photo illustration in Singapore November 23, 2015. Reuters/Thomas White




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By Ben Hirschler
(Reuters) - Pfizer Inc's looming deal to buy Botox maker Allergan Plc for more than $150 billion will cap a record-breaking run for mergers and acquisitions in the healthcare sector, taking the cumulative value of deals in 2015 to more than $600 billion.
Helped by cheap finance, healthcare has seen an unprecedented wave of M&A activity since the start of 2014, stretching from large drugmakers buying up smaller rivals to consolidation among makers of generic medicines and tie-ups between insurers.
Pfizer's tax-driven takeover of Allergan, which people familiar with the matter said won board approval on Sunday, will vault healthcare into the top slot for deal-making by sector, ahead of both energy and technology.
Thomson Reuters data shows healthcare M&A at the end of last week had already reached $460.2 billion, eclipsing the full-year record of $392.4 billion set in 2014. Energy and power M&A stood at $572.4 billion and high technology on $514.4 billion.
The Pfizer-Allergan deal is the largest ever in the healthcare sector, beating the previous record set in 1999 when Pfizer agreed to buy Warner-Lambert for $90 billion to gain control of cholesterol fighter Lipitor.
It will inevitably give executives at other large U.S.-based drugmakers pause for thought, since Pfizer will gain a relative advantage in tax terms. But industry officials and bankers question whether others will race to follow suit.
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Merck & Co Inc, the second biggest U.S. drugmaker behind Pfizer, declared a year ago that similar so-called "inversion" deals, in which a company redomiciles in a country with lower taxes, would not fit its corporate strategy.
Swiss and British drug giants, meanwhile, already enjoy more favorable tax regimes and their executives have said recently they do not see mega-mergers as the way forward, even though many were created by such tie-ups in the 1990s and early 2000s.
GlaxoSmithKline Plc's strategy head David Redfern said last week that sheer scale was not needed for success, following suggestions that the British drugmaker might have made an alternative target for Pfizer, which failed to buy AstraZeneca Plc in 2014.
Redfern was speaking at a Financial Times pharmaceuticals conference where the majority of the audience voted in a poll that bolt-on deals were likely to dominate M&A over the next year.
Such mid-sized deals have come thick and fast recently, often to help larger firms replenish their product development pipelines. AbbVie Inc struck the biggest such deal in March when it agreed to buy Pharmacyclics for $21 billion to expand its reach in cancer.
But drug companies have also been divesting some assets, with Novartis AG and GSK finalizing a $20 billion asset swap in March, while Allergan is selling its generics drugs business to Israel's Teva Pharmaceutical Industries Ltd for $40.5 billion.
(Editing by Greg Mahlich)

Cebu_4_2
23rd November 2015, 06:12 PM
Hillary is against this deal... wonder why?