Allergan plc (formerly Actavis plc), a pharmaceutical company, and Pfizer Inc., a pharmaceutical company, have agreed to combine in a $160 bn deal.

Following the transaction, Pfizer entered into an agreement with Allergan, and certain other parties, including Watson Merger Sub Inc., a direct wholly-owned subsidiary of Allergan (Merger Sub). Subject to the terms and conditions, Merger Sub will merge with and into Pfizer, with Pfizer surviving as a direct wholly- owned subsidiary of Allergan (the Surviving Company). Pfizer will combine with Allergan, in a stock transaction currently valued at $363.63 per Allergan share, for a total enterprise value of approximately $160 bn, based on the closing price of Pfizer common stock of $32.18 on November 20, 2015. The transaction represents more than a 30% premium based on Pfizer’s and Allergan’s unaffected share prices as of October 28, 2015.

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Immediately prior to the merger, Allergan will effect an 11.3-forone share split so that each Allergan shareholder will receive 11.3
shares of the combined company for each of their Allergan shares, and the Pfizer stockholders will receive one share of the combined
company for each of their Pfizer shares. The transaction is technically structured as a reverse acquisition in order to secure lower tax rate.

p.bisaro

Profile: Paul M Bisaro

Paul Bisaro is the chairman, president and chief executive officer (CEO) of Actavis PLC since October 2013. He is a director of the
company since 2007. He serves as the president and chief executive officer (CEO) of Warner Chilcott Plc since October 2013. He also serves as an independent director of Forsyth Capital Mortgage Corp and Zimmer Holdings, Inc.

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Bisaro served as the president and chief operating officer of Barr Pharmaceuticals Inc from 1997 to 2007 and served as the president
of Duramed and New BLI, both the subsidiaries of Barr Pharmaceuticals, Inc. He also served as chief operating officer (COO) of New BLI, senior consultant of Arthur Andersen & Co, member of management board at PLIVA Pharmaceuticals and PLIVALachema.
He was associated with the law firm Winston & Strawn and a predecessor firm, Bishop, Cook, Purcell and Reynolds from 1989 to1992.

Bisaro is a director of the Generic Pharmaceutical Association and served as its chairman and vice chairman. He is also a member of
board of governors of The Catholic University of America, Columbus School of Law. Born in 1961, Bisaro received his undergraduate
degree in general studies from the University of Michigan in 1983 and a Juris Doctor from Catholic University of America in Washington DC in 1989. He currently resides in Parsippany with his wife Kathy.

Full Name: Paul M Bisaro
Known As: Paul Bisaro
Gender: Male
Citizenship: United States of America
Home Town: Parsippany
Languages: English
Liquidity Event: 22-Nov-2015 (announced date) Allergan plc and Pfizer Inc have agreed to combine in a $160 bn deal.