Greed is seeping into the art of mergers and acquisitions. 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 aren’t factoring in enough risk.
This is no straightforward takeover. Endo is based in Malvern, Pa., and Paladin in Montreal. Because it is buying a foreign company that will wind up holding more than 20 percent of the combined equity, Endo reckons it can “invert†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 Endo’s typical tax rate of over 30 percent to 20 percent, and possibly to as low as 12.5 percent eventually.
The extra money will help the bottom line and give Endo an edge over many peers when pursuing future deals. The 28 percent rise in Endo’s shares suggests investors are counting on additional mergers and acquisitions. Its rival Valeant, where Endo’s chief executive came from, uses a similar strategy. An acquisition binge has led its stock to surge tenfold since 2008.
Endo is pushing boundaries, both literally and figuratively, to attain extra value. It’s 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 Endo’s share more than covering the cost of the premium.
That wasn’t enough, though, just as it wasn’t for the American 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 quarry’s home base of Dublin. Endo’s move is more audacious given the fact neither company is Irish. With governments facing fiscal constraints and tax avoidance squarely in their crosshairs, acquirers can’t expect their boldness to be overlooked.
Robert Cyran is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.
