Allergan plc is an Irish–tax registered pharmaceutical company that acquires, develops, and markets brand name drugs, and in 2017 generated 80% net sales from the U.S. healthcare system. Allergan plc was formed in February 2015 when Irish–registered Actavis plc acquired U.S.–registered Allergan, Inc., and assumed the Allergan name. Actavis was a 2013 U.S. tax inversion that moved its legal domicile to Ireland to avoid U.S. taxes. Actavis used the Irish low-tax corporate system to acquire large U.S. pharmaceutical firms (e.g. Forest Labs, Allergan Inc.), and redomicile them to Ireland.
|Public limited company|
|Predecessor||Allergan, Inc. and Actavis before the 2015 Irish tax inversion and merger|
|Founded||May 16, 2013Actavis) & Warner Chilcott upon the combination of Allergan Finance, LLC (|
March 17, 2015 renamed to Allergan Plc upon the merger of Allergan, Inc and Actavis
|Headquarters||Clonshaugh Business & Technology Park, Coolock, D17 E400, Dublin, Ireland|
Number of locations
|40 manufacturing facilities, 27 global R&D centres and marketing/sales facilities worldwide.|
|Revenue||$15.787 billion (2018)|
|-$5.142 billion (2018)|
|Total assets||$101.787 billion (2018)|
|Total equity||$65.131 billion (2018)|
Number of employees
|Footnotes / references|
In 2016, the U.S. Treasury blocked Actavis from executing what would have been the largest corporate tax inversion in history, in a $160 billion merger with Pfizer. In June 2019, U.S. pharmaceutical company AbbVie announced it had reached an agreement to acquire Allergan for $63 billion; however the transaction would not be structured as a tax inversion, and that post the transaction, the Group would be domiciled in the U.S. for tax purposes.
Allergan acquires, develops, reprices and markets branded products in six therapeutic areas: aesthetics/dermatology/plastic surgery; neurosciences/CNS; eye care; women’s health and urology; GI and cystic fibrosis; and cardiovascular disease and infectious disease. The company's products include Botox (botulinum toxin), Namenda (memantine), Restasis (ciclosporin), Linzess (linaclotide), Bystolic (nebivolol), Juvederm (injectable filler), Latisse (bimatoprost), Lo Loestrin Fe, Estrace (estradiol), Teflaro (ceftaroline fosamil), Dalvance (dalbavancin, Ozurdex (dexamethasone), Optive, Natrelle, Viibryd (vilazodone), Liletta (levonorgestrel), Saphris (asenapine), Enablex (darifenacin), Actonel (risedronic acid), Androderm (testosterone), and Gelnique (oxybutynin).
Predecessor companies (Pre 2015)Edit
Allergan plc was created from the 2015 Irish corporate tax inversion of two companies, Irish-based Actavis plc and U.S.-based Allergan, Inc.
Actavis plc (Watson Pharmaceuticals)Edit
In the spring of 1983, colleagues Allen Chao and David Hsia formed Watson Pharmaceuticals, a small drug development company with funding from friends and family. The founders established an initial product development and analytical laboratory with four other employees in a leased space in Libertyville, Illinois.
In late fall of 1983, the company moved to a 2,000-square-foot leased facility in Corona, California and began the development and manufacturing of generic pharmaceuticals.
In 2014, Activis plc, now Irish-tax registered, acquired Forest Labouratories for $25 billion.
In July 2015, the Wall Street Journal noted that Ireland's lower effective tax rates made U.S. multinationals who inverted to Ireland highly acquisitive of other U.S. firms (i.e. they could afford to pay more to acquire U.S. competitors to re-domicile them to Ireland); after Activis completed its inversion, other pharmaceutical companies also performed inversions to Ireland including Endo International plc, Mallinckrodt and Horizon Pharma.
In 1950, pharmacist Gavin S. Herbert established Allergan Pharmaceuticals, Inc. Allergan focused on the discovery and development of novel formulations for specialty markets, as well as intimate collaboration with physicians and the scientific community. In 1953, Allergan produced eye drops and formulated new products such as the first cortisone eye drop to treat allergic inflammation and the first ophthalmic steroid decongestant.
In 1970, the company became a public company via an initial public offering. In 1980, it was acquired by SmithKline Beckman for $259 million in 1980. In 1989, Allergan was spun-off by SmithKline Beckman.
In 1998, David E.I. Pyott became chief executive officer of the company, a position he held until the merger in 2015.
On March 1, 2013, the company acquired MAP Pharmaceuticals for approximately $958 million. In December, the company sold its obesity intervention business to Apollo Endosurgery, for a cash payment of $75 million and $15 million of stock.
Tax inversion with Actavis plc (2015–2019)Edit
On March 17, 2015, Irish–based Actavis plc acquired U.S.–based Allergan, Inc. for $70 billion, and in effect redomiciled Allergan to Ireland in a corporate tax inversion. In June 2015, the company took the Allergan name for the combined group. At the time of the corporate tax inversion to Ireland, over 85% of the combined sales of the post-merger Allergan plc were from the U.S. healthcare system, and Irish sales were too small to be categorised.
2015: Post tax inversion transactionsEdit
On July 7, 2015, the company acquired the rights to the late stage CGRP migraine portfolio of Merck & Co, as well as two experimental drugs (MK-1602 and MK-8031) for an upfront payment of $250 million. On August 10, the company acquired Oculeve for $125 million. On August 31, the company acquired Naurex for an upfront payment of $560 million. On October 19, the company acquired AqueSys, developer of ocular implants that reduce intraocular pressure associated with glaucoma, for an initial payment of $300 million. On October 1, the company acquired Kythera Biopharmaceuticals, a company focused on the medical aesthetics market, for $2.1 billion. On November 4 the company announced the acquisition of Northwood Medical Innovation, developer of earFold, a medical device to correct protruding ears. On November 25, 2015, the company announced it would partner with Rugen Therapeutic to develop new therapies for autism spectrum disorder, rabies and obsessive compulsive disorder.
2016: Abandoned tax inversion with PfizerEdit
On November 23, 2015, Allergan and Pfizer announced their intention to merge in a $160 billion transaction, the largest pharmaceutical deal and the third largest merger in history. On April 5, 2016, after the Obama administration announced its plan to ban tax inversions, Pfizer terminated the acquisition and paid Allergan a $150 million breakup fee.
2016: Sale of Actavis Generics to TevaEdit
On April 6, 2016, the company announced it would partner with Heptares Therapeutics in a deal valued up to $3.3 billion to collaborate on the development of a subtype-selective muscarinic agonists for Alzheimer's disease and other major neurological disorders. On April 21, the company announced the acquisition of Topokine Therapeutics for at least $85 million, gaining the phase IIb/III compound XAF5 - a treatment for dermatochalasis. On August 2, the company sold its generic drugs business to Teva Pharmaceutical Industries for $33.4 billion and 100.3 million shares of Teva. On August 11, the company announced the acquisition of ForSight VISION5 for more than $95 million. On September 6, the company acquired RetroSense Therapeutics for more than $60 million, gaining the positive photosensitivity gene therapy treatment, RST-001. RST-001 is to be used in retinas in which rod and cone photoreceptors have degenerated over time, causing in increase in the sensitivity of light hitting the retina. On September 20, the company announced the acquisition of Tobira Therapeutics for $1.695 billion and, a day later, the acquisition of Akarna Therapeutics for $50 million. On October 3, the company sold Anda, its generic drug distribution business, to Teva for $500 million. On October 25, the company acquired Vitae Pharmaceuticals, focused on dermatology treatments, for $639 million. On October 27, the company announced it would acquire Motus Therapeutics, a developer of treatments for gastrointestinal disorders, for $200 million. On November 22, 2016, the company acquired Chase Pharmaceuticals for an upfront payment of $125 million.
2017: Additional acquisitionsEdit
On February 1, 2017, the company acquired LifeCell, a specialist in regenerative medicine, for $2.9 billion. On April 28, the company acquired Zeltiq Aesthetics, marketer of a cryolipolysis procedure, for $2.4 billion. On June 7, the company announced the acquisition of Keller Medical, a company that manufactures devices for use during breast augmentation surgery. On December 12, the company announced the acquisition of Repros Therapeutics, a developer of drugs for reproductive system diseases.
2018: Opioid epidemicEdit
In 2018, along with several other drug manufacturers and distributors, the company was sued by several municipalities and states in the U.S. due to the manufacture by the company of opioids, which have been abused in what is known as the opioid epidemic.
In March 2019, the company acquired Envy Medical, Inc., boosting its Medical Aesthetics portfolio.
Acquisition by AbbVie Inc. (Post 2019)Edit
In June 2019, U.S. pharmaceutical company AbbVie announced it had reached an agreement to acquire Allergan for $63 billion. Unlike with Pfizer, the transaction, however, would not be structured as a corporate tax inversion; the post-transaction headquarters would remain in Abbie's headquarters the U.S. On the announcement of the transaction, Abbvie disclosed that its 2019 net effective tax rate, post the Trump Tax Cuts and Jobs Act of 2017, was already lower than that of Irish-based Allergan at 9%, but that post the acquisition, the Group's effective tax rate would rise to 13%.
- "Allergan plc 2018 Form 10-K Annual Report". U.S. Securities and Exchange Commission.
- Jonathan D. Rockoff; Nina Trentmann (11 February 2018). "New Tax Law Haunts Inversion Deals". The Wall Street Journal.
Similarly, Allergan, a drugmaker that moved its headquarters to Ireland after a 2013 acquisition but gets about 80% of revenue in the U.S., expects the loss of deductions on intercompany loans will largely be balanced out by lower taxes on its U.S. sales.
- "From Actavis to Allergan: One pharma company's wild dealmaking journey". Forbes Magazine. 30 July 2015.
For a master class in mergers and acquisitions, one need only look at the company formerly known as Actavis. Now called Allergan, after its $70 billion acquisition of that maker of Botox last fall, the pharmaceutical firm has undertaken a dizzying series of deals in just the last few years, reinventing and renaming itself in a fashion that might make the artist formerly known as The Artist Formerly Known As Prince proud.
- Liz Hoffman (7 July 2015). "The Tax Inversion Wave Keeps Rolling". Wall Street Journal.
Horizon and other inverted companies are using their new, lower tax rates to turbocharge corporate takeovers. Applying those rates, often in the midteens, to profits of companies in the U.S., with a federal corporate rate of 35%, can yield extra savings on top of those traditionally wrung from mergers. Moreover, unlike the U.S., Ireland and most other countries, only tax profits earned in-country, giving companies the freedom and incentive to shift income to still-lower-tax jurisdictions.
- "Treasury's New Inversion Rules". Wall Street Journal. 5 April 2016.
After a merger, if the shareholders of the former U.S. company own at least 80% of the combined firm, the government treats the new combined business as subject to U.S. taxes, basically negating the inversion, even if its address is abroad. If they own at least 60%, some restrictions apply but the company is still considered foreign. That’s led companies to keep their inversions below 60%—and prompted the government to propose rules halting various techniques for doing so.
- Julia Kollewe (25 June 2019). "Botox maker Allergan bought by US drug giant for $63bn". The Guardian. Retrieved 25 June 2019.
- Rebecca Spalding; Riley Griffin (25 June 2019). "AbbVie Strikes $63 Billion Deal for Botox Maker Allergan". Bloomberg News. Retrieved 25 June 2019.
The deal will return Allergan to the U.S., at least for tax purposes.
- Todd, Susan (January 30, 2012). "Generic drug maker Watson opening research operations in North Brunswick". NJ.com.
- "Watson Completes Actavis Acquisition" (Press release). PR Newswire. October 31, 2012.
- "Actavis to acquire Warner Chilcott in $5bn pharmaceutical deal". Financial Times. 20 May 2013.
Actavis sought to fend off takeover threats by purchasing Dublin-based rival Warner Chilcott in a $5bn deal designed to turn it into the world’s third-largest generic drug company by sales. The agreed all-stock deal, worth $8.5bn including net debt, follows recent efforts by competitors including Valeant and Mylan to acquire Actavis. Analysts said the move could spark alternative bids for Actavis or Warner Chilcott at a time of rapid consolidation in the sector. [..] The transaction will also exploit tax savings through the creation of a new Irish holding company, cutting Actavis’ estimated 28 percent tax rate this year to 17 per cent and helping create annual synergies that the company said would exceed $400m.
- "Actavis Completes Warner Chilcott Acquisition" (Press release). PR Newswire. October 1, 2013.
- Berkman, Leslie (July 27, 1989). "Shareholders OK SmithKline Deal Spinning Off Beckman, Allergan". Los Angeles Times.
- "Eye-Care Firm Spins Off From Allergan". Los Angeles Times. Associated Press. July 2, 2002.
- Piccalo, Gina (September 22, 2003). "Taking aim at Botox". Los Angeles Times. ISSN 0458-3035.
- "MAP Pharmaceuticals Inc. Form 8-K". U.S. Securities and Exchange Commission. March 1, 2013.
- "Allergan, Inc. Completes Sale of Obesity Intervention Business" (Press release). Business Wire. December 2, 2013.
- "Actavis Completes Allergan Acquisition" (Press release). PR Newswire. March 17, 2015.
- "Actavis plc is now Allergan plc" (Press release). PR Newswire. June 15, 2015.
- "2016 10-K for Allergan plc". Securities and Exchange Commission. Retrieved 30 November 2018.
- Dulaney, Chelsey (July 7, 2015). "Allergan Buys Rights to Merck's Migraine Drugs". The Wall Street Journal.
- "Allergan Successfully Completes Oculeve Acquisition" (Press release). PR Newswire. August 10, 2015.
- "Allergan Successfully Completes Naurex Acquisition" (Press release). PR Newswire. August 31, 2015.
- "Allergan Successfully Completes AqueSys Acquisition, Adding XEN45 Minimally Invasive Implantable Shunt for Glaucoma" (Press release). PR Newswire. October 19, 2015.
- "Allergan Successfully Completes Kythera Acquisition; Adds Game-Changing KYBELLA Treatment for Double-Chin" (Press release). PR Newswire. October 1, 2015.
- "Allergan to Acquire earFold™, an Innovative Medical Device for the Correction of Prominent Ears" (Press release). PR Newswire. November 4, 2015.
- "Allergan and Rugen Therapeutics Announce Collaboration to Discover and Develop Ground-Breaking Medicines to Treat Autism Spectrum Disorders and Obsessive-Compulsive Disorders" (Press release). PR Newswire. November 25, 2015.
- "Pfizer seals $160bn Allergan deal to create drugs giant". BBC News. November 23, 2015.
- Rockoff, Jonathan (April 6, 2016). "Pfizer Walks Away From Allergan Deal". The Wall Street Journal.
- "Allergan and Heptares Announce Global R&D and Commercialization Partnership for Novel Treatments in Alzheimer's and Other Neurological Disorders" (Press release). PR Newswire. April 6, 2016.
- "Allergan Acquires Topical Dermatology Company Topokine Therapeutics Adding Non-Invasive Fat Reduction Development Program" (Press release). PR Newswire. April 21, 2016.
- "Allergan plc Completes Divestiture of Global Generics Business to Teva Pharmaceuticals" (Press release). PR Newswire. August 2, 2016.
- "Allergan to Acquire Eye Care Company ForSight VISION5 Adding Peri-Ocular Ring Technology to Company's Leading Portfolio of Innovative Eye Health Products" (Press release). PR Newswire. August 11, 2016.
- "Allergan Acquires Gene Therapy Company RetroSense Therapeutics Adding First-In-Class Technology to Company's Innovative Eye Care Pipeline" (Press release). PR Newswire. September 6, 2016.
- Stynes, Tess (September 20, 2016). "Allergan to Buy Tobira Therapeutics in $1.7 Billion Deal". The Wall Street Journal.
- Stynes, Tess (September 21, 2016). "Allergan to Acquire U.K.'s Akarna Therapeutics". The Wall Street Journal.
- "Teva Completes Acquisition of Anda, Inc" (Press release). eva Pharmaceutical Industries. October 3, 2016.
- "Allergan Successfully Completes Vitae Tender Offer" (Press release). PR Newswire. October 25, 2016.
- "Allergan to Acquire GI Disease Subsidiary of Rhythm Holding Company, LLC, Expanding Innovative Gastroenterology Pipeline" (Press release). PR Newswire. October 27, 2016.
- "Allergan Acquires Chase Pharmaceuticals to Expand CNS R&D Pipeline and Build on Commitment to Alzheimer's Disease" (Press release). PR Newswire. November 22, 2016.
- "Allergan Successfully Completes LifeCell Acquisition" (Press release). PR Newswire. February 1, 2017.
- "Allergan to Acquire Keller Medical, Inc., Adding Keller Funnel® to Company's Leading Plastic Surgery Portfolio" (Press release). PR Newswire. June 7, 2017.
- "Repros Therapeutics Inc.® Announces Acquisition by Allergan plc" (Press release). PR Newswire. December 12, 2017.
- Stempel, Jonathan (January 23, 2018). "New York City sues drug companies over opioid epidemic". Reuters.
- Gurman, Sadie; Mulvihill, Geoff (2 March 2018). "DOJ to Support Lawsuits Against Companies Selling Opioids". Drug Discovery & Development. Advantage Business Media. Associated Press. Retrieved 2 March 2018.
- "Botox Maker Allergan Buys Aesthetic Company Bonti for $195 Million Up Front". BioSpace.
- "Allergan to Acquire Bonti Adding New Neurotoxin Programs to Medical Aesthetics Pipeline". BioSpace.
- "Allergan Acquires Envy Medical, Inc., Adding Skin Resurfacing Dermalinfusion System to Best-in-Class Medical Aesthetics Portfolio". BioSpace.