Salix heads to Ireland
Salix has joined the growing list of US companies seeking tax benefits by incorporating abroad. The Raleigh, NC, company and Cosmo Technologies, which has the tax benefits that come with being domiciled in Ireland, but which is headquartered in Italy, announced their merger Tuesday evening.
If the all-stock deal closes by the end of this year as the two companies expect, current Salix stockholders will own around 80% of the new company, with Cosmo shareholders picking up the rest. The new company's name: Salix Pharmaceuticals, plc, as opposed to Salix Pharmaceuticals Ltd.
Salix will have a lot of expat neighbors, including Medtronic, which recently purchased Ireland's device maker Covidien, and AbbVie, should it be able to close a deal with Shire, which is also based in Ireland. Pfizer took a swing-and-a-miss at a similar strategy this spring when it tried to buy up England's AstraZeneca, but the deal fell apart over pricing.
If it seems as though pharmaceutical companies are cornering the market on acquisitions for tax benefits, the New York Times points out that Chiquita's acquisition of fruit distribution company Fyffess and Destiny Maternity's attempt to buy the UK retailer Mothercare show many industries are deploying this same strategy.
The Salix-Cosmo alliance also offers up some drug portfolio benefits. The deal transfers three experimental Cosmo drugs to the new company's pipeline which Jefferies analyst David Steinberg projects could have around $1.1 billion in peak sales. It also gives Salix first dibs on future products Cosmo may want to develop or sell in the US, and it puts an end to the royalty payments Salix has been handing over for ulcerative colitis drug Uceris GM, which it will soon own.
Steinberg noted in his Wednesday analysis that the Salix deal is unique among the recent tax-inversion acquisitions because shareholders will have to wait until around 2016 for an earnings-per-share benefit to kick in, as opposed to experiencing a near-term EPS boost. The company itself, however, will benefit from a tax rate in the 20%-range soon after reincorporating abroad, compared to the 30%-plus tax rate it has had over the past few years.
Salix does not expect to use the rest of the year for settling in. Steinberg reports that management said at a Wednesday investor showcase that the company is feeling acquisitive and could “become even more aggressive.”