M&A - PFE & WYE - how does this work?

Discussion in 'Trading' started by GregoryG, Jan 26, 2009.

  1. GregoryG


    I am very new to M&A trading, maybe someone can explain in detail.

    so PFE is buying WYE today for $50.19 per share, all cash.
    Both boards approved the deal.
    Why is the stock ttrading (now) at $45.85, 10% below the buyout?

    Pfizer to buy Wyeth for $68 billion, cut jobs
    Monday January 26, 7:37 am ET
    Pharmaceutical giant Pfizer strikes $68 billion deal to buy Wyeth, plans to cut 10 pct of jobs

    NEW YORK (AP) -- Pfizer Inc., the world's largest drugmaker, will pay $68 billion for rival Wyeth in a move that will consolidate two of the industry's largest drug developers.
    The deal comes as Pfizer's profit takes a brutal hit from a $2.3 billion legal settlement over allegations it marketed certain products off-label, or for indications they are not yet approved. The New York-based company is also cutting 10 percent of its work force, slashing its dividend, and reducing the number of manufacturing sites.

    Early Monday, Pfizer, the maker of Lipitor and Viagra, said it will pay $50.19 per share under for Wyeth, valuing Madison, N.J.-based Wyeth at a 14.7 percent premium to the company's closing price of $43.74 Friday.

    Both companies' boards of directors approved the deal.

    Pfizer has been under pressure from Wall Street to make a bold move as it faces what the is referred to as a patent cliff in the coming years. As key drugs lose patent protection they will face generic competition and declining sales. The world's top-selling drug, the cholesterol treatment Lipitor, faces generic competition starting in November 2011. It brings in about $13 billion per year for the company.

    Acquiring Wyeth helps Pfizer diversify and become less-dependent on individual drugs, while adding strength in biotech drugs, vaccines and consumer products.

    "The combination of Pfizer and Wyeth provides a powerful opportunity to transform our industry," Pfizer Chairman and Chief Executive Jeffery B. Kindler said in a statement. "It will produce the world's premier biopharmaceutical company whose distinct blend of diversification, flexibility, and scale positions it for success in a dynamic global health care environment."

    Shortly after announcing the Wyeth deal, Pfizer said fourth-quarter profit plunged on a charge to settle investigations into off-label marketing practices. The company earned $268 million, or 4 cents per share, compared with profit of $2.72 billion, or 40 cents per share, a year prior. Revenue fell 4 percent to $12.35 billion from $12.87 billion.

    Excluding about $2.3 billion in legal charges, the company says profit rose to 65 cents per share.

    Analysts polled by Thomson Reuters expected profit of 59 cents per share on revenue of $12.54 billion.

    Looking ahead, New York-based Pfizer expects earnings per share between $1.85 and $1.95 in 2009, below forecasts for $2.49.
  2. 4dog


    It's not an all cash deal. Its $33 in cash plus .985 PFE shares.