M&A gets greedy in cross-border pharma deal
By Robert Cyran
The author is a Reuters Breakingviews columnist. The opinions expressed are his own.
Greed is seeping into the art of M&A. Endo Health Solutions is the latest buyer to receive a warm welcome for a sensible acquisition with notable synergies. Its market value jumped almost as much as the $1.6 billion purchase price for Paladin Labs. But the deal also involves a huge tax dodge and investors arenât factoring in enough risk.
This is no straightforward takeover. Endo is based in Malvern, Pennsylvania, and Paladin in Quebec. Because it is buying an overseas company that will wind up holding more than 20 percent of the combined equity, Endo reckons it can âinvertâ to a different location altogether. The plan is to create a new holding company based in Ireland that will own both Endo and Paladin. This maneuver should slash Endoâs typical tax rate of over 30 percent to 20 percent, and eventually maybe to as low as 12.5 percent.
The extra money will goose the bottom line and give Endo an edge over many peers when pursuing future deals. The 28 percent rise in Endoâs shares suggests investors are counting on additional M&A. Rival Valeant, whence Endoâs newish chief executive hails, uses a similar strategy. An acquisition binge has led its stock to surge 10-fold since 2008.
Endo is pushing boundaries, both literally and figuratively, to attain extra value. Itâs paying a 20 percent premium for Paladin, which works out to about $270 million. Endo reckons operational synergies and tax savings combined, after taxes, are at least $75 million a year. Assume half that derives from the tax jurisdiction change and there would still be savings worth $375 million to investors, with Endoâs share more than covering the cost of the premium.
That wasnât enough, though, just as it wasnât for U.S. drug maker Perrigo when it agreed in July to buy Elan for $8.6 billion. Perrigo, too, is reaping tax savings by incorporating the combined company in its quarryâs home base of Dublin. Endoâs move is more audacious given the fact neither company is Irish. With governments facing fiscal constraints and tax avoidance squarely in the crosshairs, acquirers canât expect their boldness to be overlooked.