Intellectual Thoughts by Sanjay Panda


Pfizer regains pole position by acquiring Allergan in a $160B deal.



Pfizer and Allergan are joining in the biggest buyout of the year, a $160 billion stock deal that will create the world's largest drugmaker. The deal is the latest and the largest to be aimed at helping an American company lower its taxes by reincorporating overseas, a practice known as a corporate inversion. The transaction would be structured as a so-called reverse merger, in which Allergan, the smaller of the two companies, would technically be the buyer.

Pfizer will keep its global operational headquarters in New York but   its legal domicile and principal executive offices in Ireland.  Legacy Pfizer expected to lead the combined company which will be called Pfizer Plc, which would have more than $63 billion in combined sales and a product portfolio that includes Viagra, Celebrex, Botox , JuvĂ©derm and  about 110,000 employees worldwide.

Under the terms of the all-share deal, Pfizer would essentially pay $363.63 for each Allergan share .  Allergan shareholders would receive 11.3 shares of Pfizer for each share of Allergan they hold. Pfizer shareholders would receive one share in the combined company for each share they hold, but have the option to take up to $12 billion in cash for some or all of their shares instead.

Pfizer Inc. Chairman and CEO Ian Read will serve in the same roles with the combined company while Allergan Plc. leader Brent Saunders will become president and chief operating officer. The combined company’s board would consist of 15 directors, with Pfizer’s 11 current directors and 4 directors from Allergan.

After the transaction, Pfizer shareholders are expected to own about 56 percent of the combined company, with the remaining 44 percent owned by Allergan shareholders The combined entity expected to achieve more than $2 billion in annual cost savings over the first three years after the deal closes.

Pfizer said that it expected the combined company’s adjusted tax rate to be between 17 percent and 18 percent by the first year after the deal is finalized. Last year, Pfizer’s tax rate was about 26.5 percent, and it is expected to be about 25 percent this year. By comparison, Allergan reported a tax rate of just 4.8 percent for 2014 and is expected to have a tax rate this year of about 15 percent.

Pfizer, based in New York, has engaged in several large deals in recent years, buying Wyeth in a $68 billion  deal and  Hospira, a maker of generic treatments, for about $17 billion this year.

Allergan was created through several mergers since 2012 that included the drug makers Forest Laboratories, Actavis and Warner Chilcott.


The deal would enable Pfizer to surpass  Novartis AG  and regain the industry's top spot.

Marriott books Starwood to create biggest hotel company !!!!!!



US-based Marriott International announced Monday that it will acquire Starwood Hotels & Resorts Worldwide in a $12.2 billion deal that will  catapult it to become the world’s largest hotelier by a wide margin.

The two companies had combined revenues of nearly $19 billion in 2014 and currently have 5,500  properties  and about 1.1 million rooms worldwide. The combined company will dwarf number-two global hotelier Hilton, which has 4,500 hotels and 735,000 rooms.

The agreed merger unites Marriott brands, which include Ritz-Carlton, Renaissance,JW Marriott, Fairfield Inn and Starwood marks like Westin, St. Regis, W and Sheraton. The merger will give Marriott 30 brands and more leverage with corporate travel departments. Frequent business travelers will also be closely watching the deal. Starwood has a beloved frequent guest program with partnerships with American Express, Delta Air Lines and Uber. Marriott has a much larger programme with partnerships with Chase, United Airlines and several others.

Starwood shareholders will receive 0.92 shares of Marriott International, Class A common stock and $2.00 in cash for each share of Starwood common stock, a joint statement from the companies read.
Starwood shareholders will separately receive about $7.80 per share from a transaction set to close prior to the Marriott-Starwood merger closing — the spin-off of the Starwood timeshare business and its merger with Interval Leisure Group, which has an estimated value of approximately $1.3 billion.

Marriott said it expected one-time transaction costs of $100 million-$150 million related to the deal. The company expects to deliver at least $200 million in annual savings in the second full year after closing.

Govt. of India new aviation policy draft seeks to help "Everyone fly".



Incentives to fly to small towns at affordable costs and easing the norms for domestic carriers to operate services abroad are some of the highlights of the new draft aviation policy, released on on 30th Oct for feedback before finalisation.

Among other things, the draft policy proposes to rationalise jet fuel cost, promote air cargo, maintenance, repair and operations (MRO) through fiscal and regulatory concessions



 Here are highlights and likely impact :
  • Open sky for countries beyond 5,000 km radius from New Delhi

    IMPACT: To benefit airlines from Europe, Asia, Middle East  among others, to operate to and from India without restriction on of flights, seats
     
  • Auction seats for those in 5,000 km

    IMPACT: India will earn from auction proceeds; airlines from Gulf, West Asia and South East Asia will be able to increase frequency to and from India
     
  • Increase in FDI cap from 49% to above 50% to be considered in 2020

    IMPACT: Would open doors for participation of more foreign carriers in Indian aviation sector
5/20 RULE ( i,e  5 years of Minimum  operational experience and  fleet of 20 Aircraft)
  • Uncertainty remains as three ways considered: keep it, scrap it or replace it with credit-based system

    IMPACT: New domestic airlines  would have to wait longer to fly abroad due to lack of clarity on 5/20
AIRPORTS
  • To encourage development of airports through PPP mode

    IMPACT: Would help in modernisation of airports
REGIONAL CONNECTIVITY SCHEME
  • Fares to be capped at Rs 2,500 per hour flying on regional airports; Proposal to levy 2% cess on tickets and use collection to fund airlines' losses if they fly to remote areas;  80% funds to flow from Centre, rest from states.

    IMPACT: Move would incentivise development of low-cost airports, Domestic, international fares would go up; 2% .
ROUTE DISPERSAL GUIDELINES
  • Policy to continue; additional routes to be added to Category-I (metro) routes

    IMPACT: Airlines would have to deploy a share of traffic to non-metro regions; won't be able to withdraw from there
GROUND HANDLING
  • Airlines can handle operations related to flight on their own through contract workers

    IMPACT: Help airlines reduce cost of operations.
 Link to policy document  Draft

Among other things, the draft policy proposes to rationalise jet fuel cost, promote air cargo, maintenance, repair and operations (MRO) through fiscal and regulatory concessions and frame separate regulations for promoting helicopter operations.
The ministry has considered a slew of fiscal incentives for stakeholders in the draft policy across the country’s fledging aviation industry to reduce operating costs for airlines and rationalise air fares.
The ministry is looking at tax waivers to incentivise stakeholders across the value chain for a specified period of time. The growth in the sector would be evaluated thereafter and the tax breaks realigned.
Regulations for bilateral agreements between India and other countries are proposed to be changed with an option to auction seats. The ministry is considering linking the opening up of Indian skies with liberalisation of FDI in Indian airlines. ‘We will consider extending FDI in Indian airlines beyond 49 per cent. This will be linked to India’s open skies arrangement with other countries. The current system of traffic rights is based on
bilateral arrangements but once there are open skies it does not make much sense to distinguish between domestic and foreign carriers’, said a senior ministry official.
- See more at: http://indianexpress.com/article/india/india-news-india/in-aviation-policy-draft-india-seeks-to-make-air-travel-affordable/#sthash.XcUiyufw.dpuf