LONDON — The pharmaceutical giant AbbVie agreed on Friday to buy its European rival Shire for around $54 billion, the biggest takeover deal so far this year.
The cash-and-stock offer values Shire's shares at roughly £53.19, or about $91.06, which is more than a 50 percent higher than the Irish drug maker's closing share price in May before a prospective deal was first announced.
Shire shareholders are expected to own roughly 25 percent of the newly-combined company once the deal closes, according to a joint statement from AbbVie and Shire.
The takeover will allow AbbVie, based near Chicago, to reincorporate in Britain, allowing the United States company to reduce its overall tax bill.
The plan represents the largest-ever merger to seek a so-called inversion, as a rush of American companies continue to mull the financial advantages of moving overseas. AbbVie will be incorporated in Jersey, a small island located south of mainland Britain.
The agreement follows a lengthy stand-off between AbbVie and Shire, with the American company making five offers to Shire since early May.
"We're creating a unique, diversified biopharmaceutical company," AbbVie's chief executive, Richard A. Gonzalez, said in a statement on Friday. "The combination would provide us with enhanced access to cash that we can use to expand our portfolio and fund M&A to supplement organic growth."
Shire's shares were up about 2.3 percent to £49.14 in early trading in London.
The deal will combine Shire's stable of products, including Adderall, used in the treatment of attention deficit disorder, with AbbVie's assets, which include Humira, which is used to treat arthritis. Humira comes off patent protection in 2016, providing a motivation for AbbVie to find new sources of revenues. The enlarged company is likely to have annual sales of about $25 billion.
Under the terms of the deal, AbbVie has offered investors in Shire £24.44, or $41.82, and 0.89 in new AbbVie shares for each of their shares in the European pharmaceutical company.
New AbbVie shares will be listed on the New York Stock Exchange. AbbVie said it had agreed to pay Shire at least $500 million in a break-up fee if the deal is not completed, according to a company statement.
AbbVie, which had sales of nearly $19 billion in 2013, has about 25,000 employees in more than 170 countries. Shire, with revenues of $4.9 billion last year, has about 5,000 employees in 30 countries.
source : http://rss.nytimes.com/c/34625/f/640316/s/3ca0aed0/sc/24/l/0Ldealbook0Bnytimes0N0C20A140C0A70C180Cabbvie0Ereaches0Edeal0Eto0Ebuy0Eeuropean0Edrug0Emaker0Eshire0C0Dpartner0Frss0Gemc0Frss/story01.htm
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