Cross-Border Premium Implications in Merck-Bayer Transaction

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Merck & Co. (NYSE: MRK) has had its consumer products business on the market since the beginning of this year, and Tuesday morning it announced that it had sold the business to Germany-based Bayer for $14.2 billion. Once the sale is completed, Bayer will be the second-largest seller of over-the-counter medical products in the world and the largest in North America.

Pro forma combined sales for the two firms in 2013 total about $7.4 billion, but the larger portion by far is generated by Bayer. Merck’s consumer sales in 2013 totaled $1.9 billion, about 4% of its total revenues. The best-selling product in Merck’s portfolio was its over-the-counter version of allergy drug Claritin.

Where Merck sought to make this deal, British firm AstraZeneca PLC (NYSE: AZN) is doing its best to counter the advances of Pfizer Inc. (NYSE: PFE), which has offered up to $106 billion to acquire the British drug maker. Pfizer’s interest in AstraZeneca is the result of expiring patents and licenses and of a new drug pipeline that has few near-term opportunities to make up for the losses. AstraZeneca presents both a new drug pipeline and an overseas base that will give Pfizer a place to hoard cash away from the sharp U.S. corporate tax bite.

Bayer sees an opportunity to pick up a handful of strong brands to add to its stable of consumer products. The company outbid two privately held competitors — Boehringer-Ingelheim and Reckitt Benckiser Group — and probably would have gone higher if needed. The final price was about 7.5 times Merck’s 2013 consumer products sales, and Bayer — already based outside the United States — gets a tax benefit as well.

Shares of Merck were down about 2% in mid-morning trading on Tuesday, at $57.50 in a 52-week range of $44.62 to $59.84.

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