Someone on SI asked: Why don’t more US companies try to re-domicile in a low-tax country, as various drug/biotech’s have already done and PFE is now trying to do by acquiring AZN?
The answer is that, under the current tax code, US companies can re-domicile for tax purposes only by merging in a transaction where at least 20% of the shares of the merged company come from the company originally residing in the new domicile. (Obama wants to raise the 20% threshold to 50%.)
The days when US companies such as Tyco re-domiciled to a tax haven (Bermuda in this instance) just because they wanted to are over.
* Adjusted for cash/debt on acquired company’s balance sheet.
‡ Relative to “unaffected” share price in cases where a buyout offer or auction was made public; excludes contingent values unless otherwise specified.
® Reverse merger with private or non-US company.
s Premium excludes contingent fees and is calculated from 12/13/13 close, the day before ENDP offer.
t For 42% of company not already owned.
u Includes $1.7B assumption of debt; premium relative to 3/27/12 close, when Bloomberg reported BMY bid. AZN pays BMY $3.4B to put AMLN’s portfolio into 50/50 JV.
v Excluding CVR of $4-14/sh; premium relative to 7/22/10 close.
w For 44% of DNA not already owned.
x Price includes entire deal in three stages; 17% premium is the blended avg price of NVS’ purchases ($164) relative to ACL’s market price 4/4/08 immediately prior to announcement of first stage of deal.
y Includes $0.45/sh of contingent payments.
z Liquidated by Deerfield following failed merger with Archemix.