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Tax for the CFO: Should Pfizer Acquire Allergan? Net Present Value (NPV) / MBA Resources

Introduction to Net Present Value (NPV) - What is Net Present Value (NPV) ? How it impacts financial decisions regarding project management?

NPV solution for Tax for the CFO: Should Pfizer Acquire Allergan? case study


At Oak Spring University, we provide corporate level professional Net Present Value (NPV) case study solution. Tax for the CFO: Should Pfizer Acquire Allergan? case study is a Harvard Business School (HBR) case study written by Matthew Sooy, Mitchell Stein, Michael Saunders. The Tax for the CFO: Should Pfizer Acquire Allergan? (referred as “Tax Allergan” from here on) case study provides evaluation & decision scenario in field of Finance & Accounting. It also touches upon business topics such as - Value proposition, Financial analysis, Mergers & acquisitions, Pricing.

The net present value (NPV) of an investment proposal is the present value of the proposal’s net cash flows less the proposal’s initial cash outflow. If a project’s NPV is greater than or equal to zero, the project should be accepted.

NPV = Present Value of Future Cash Flows LESS Project’s Initial Investment






Case Description of Tax for the CFO: Should Pfizer Acquire Allergan? Case Study


On November 20, 2015, the chief financial officer of Pfizer Inc. (Pfizer) was preparing to make a recommendation about whether to proceed with or stop merger talks between Pfizer and Allergan plc (Allergan), a pharmaceutical company with headquarters in New Jersey but tax residence in Ireland. Informal talks had been going on for almost a month, but both sides were rapidly approaching the pre-arranged deadline. The two teams had less than a week to either formally agree to proceed with a merger or walk away. Formalizing the agreement meant activating a US$400 million breakup clause that would make it costlier to call the deal off at a later date. Allergan's Irish tax residency made this merger both attractive and concerning. While it provided the opportunity to lower Pfizer's worldwide tax rate, the U.S. Treasury Department had recently announced regulatory changes targeting mergers that relocated a company's tax residence to a low-tax country (called "tax inversions"). Pfizer's legal team members were confident that the announced changes would not affect the proposed merger with Allergan. However, they were less certain about if-and when-the U.S. Treasury Department might make changes again.


Case Authors : Matthew Sooy, Mitchell Stein, Michael Saunders

Topic : Finance & Accounting

Related Areas : Financial analysis, Mergers & acquisitions, Pricing




Calculating Net Present Value (NPV) at 6% for Tax for the CFO: Should Pfizer Acquire Allergan? Case Study


Years              Cash Flow     Net Cash Flow     Cumulative    
Cash Flow
Discount Rate
@ 6 %
Discounted
Cash Flows
Year 0 (10005124) -10005124 - -
Year 1 3464787 -6540337 3464787 0.9434 3268667
Year 2 3959992 -2580345 7424779 0.89 3524379
Year 3 3958043 1377698 11382822 0.8396 3323249
Year 4 3243556 4621254 14626378 0.7921 2569200
TOTAL 14626378 12685495




The Net Present Value at 6% discount rate is 2680371

In isolation the NPV number doesn't mean much but put in right context then it is one of the best method to evaluate project returns. In this article we will cover -

Different methods of capital budgeting


What is NPV & Formula of NPV,
How it is calculated,
How to use NPV number for project evaluation, and
Scenario Planning given risks and management priorities.




Capital Budgeting Approaches

Methods of Capital Budgeting


There are four types of capital budgeting techniques that are widely used in the corporate world –

1. Net Present Value
2. Payback Period
3. Internal Rate of Return
4. Profitability Index

Apart from the Payback period method which is an additive method, rest of the methods are based on Discounted Cash Flow technique. Even though cash flow can be calculated based on the nature of the project, for the simplicity of the article we are assuming that all the expected cash flows are realized at the end of the year.

Discounted Cash Flow approaches provide a more objective basis for evaluating and selecting investment projects. They take into consideration both –

1. Timing of the expected cash flows – stockholders of Tax Allergan have higher preference for cash returns over 4-5 years rather than 10-15 years given the nature of the volatility in the industry.
2. Magnitude of both incoming and outgoing cash flows – Projects can be capital intensive, time intensive, or both. Tax Allergan shareholders have preference for diversified projects investment rather than prospective high income from a single capital intensive project.






Formula and Steps to Calculate Net Present Value (NPV) of Tax for the CFO: Should Pfizer Acquire Allergan?

NPV = Net Cash In Flowt1 / (1+r)t1 + Net Cash In Flowt2 / (1+r)t2 + … Net Cash In Flowtn / (1+r)tn
Less Net Cash Out Flowt0 / (1+r)t0

Where t = time period, in this case year 1, year 2 and so on.
r = discount rate or return that could be earned using other safe proposition such as fixed deposit or treasury bond rate. Net Cash In Flow – What the firm will get each year.
Net Cash Out Flow – What the firm needs to invest initially in the project.

Step 1 – Understand the nature of the project and calculate cash flow for each year.
Step 2 – Discount those cash flow based on the discount rate.
Step 3 – Add all the discounted cash flow.
Step 4 – Selection of the project

Why Finance & Accounting Managers need to know Financial Tools such as Net Present Value (NPV)?

In our daily workplace we often come across people and colleagues who are just focused on their core competency and targets they have to deliver. For example marketing managers at Tax Allergan often design programs whose objective is to drive brand awareness and customer reach. But how that 30 point increase in brand awareness or 10 point increase in customer touch points will result into shareholders’ value is not specified.

To overcome such scenarios managers at Tax Allergan needs to not only know the financial aspect of project management but also needs to have tools to integrate them into part of the project development and monitoring plan.

Calculating Net Present Value (NPV) at 15%

After working through various assumptions we reached a conclusion that risk is far higher than 6%. In a reasonably stable industry with weak competition - 15% discount rate can be a good benchmark.



Years              Cash Flow     Net Cash Flow     Cumulative    
Cash Flow
Discount Rate
@ 15 %
Discounted
Cash Flows
Year 0 (10005124) -10005124 - -
Year 1 3464787 -6540337 3464787 0.8696 3012858
Year 2 3959992 -2580345 7424779 0.7561 2994323
Year 3 3958043 1377698 11382822 0.6575 2602478
Year 4 3243556 4621254 14626378 0.5718 1854514
TOTAL 10464172


The Net NPV after 4 years is 459048

(10464172 - 10005124 )








Calculating Net Present Value (NPV) at 20%


If the risk component is high in the industry then we should go for a higher hurdle rate / discount rate of 20%.

Years              Cash Flow     Net Cash Flow     Cumulative    
Cash Flow
Discount Rate
@ 20 %
Discounted
Cash Flows
Year 0 (10005124) -10005124 - -
Year 1 3464787 -6540337 3464787 0.8333 2887323
Year 2 3959992 -2580345 7424779 0.6944 2749994
Year 3 3958043 1377698 11382822 0.5787 2290534
Year 4 3243556 4621254 14626378 0.4823 1564215
TOTAL 9492066


The Net NPV after 4 years is -513058

At 20% discount rate the NPV is negative (9492066 - 10005124 ) so ideally we can't select the project if macro and micro factors don't allow financial managers of Tax Allergan to discount cash flow at lower discount rates such as 15%.





Acceptance Criteria of a Project based on NPV

Simplest Approach – If the investment project of Tax Allergan has a NPV value higher than Zero then finance managers at Tax Allergan can ACCEPT the project, otherwise they can reject the project. This means that project will deliver higher returns over the period of time than any alternate investment strategy.

In theory if the required rate of return or discount rate is chosen correctly by finance managers at Tax Allergan, then the stock price of the Tax Allergan should change by same amount of the NPV. In real world we know that share price also reflects various other factors that can be related to both macro and micro environment.

In the same vein – accepting the project with zero NPV should result in stagnant share price. Finance managers use discount rates as a measure of risk components in the project execution process.

Sensitivity Analysis

Project selection is often a far more complex decision than just choosing it based on the NPV number. Finance managers at Tax Allergan should conduct a sensitivity analysis to better understand not only the inherent risk of the projects but also how those risks can be either factored in or mitigated during the project execution. Sensitivity analysis helps in –

What are the uncertainties surrounding the project Initial Cash Outlay (ICO’s). ICO’s often have several different components such as land, machinery, building, and other equipment.

What can impact the cash flow of the project.

What will be a multi year spillover effect of various taxation regulations.

What are the key aspects of the projects that need to be monitored, refined, and retuned for continuous delivery of projected cash flows.

Understanding of risks involved in the project.

Some of the assumptions while using the Discounted Cash Flow Methods –

Projects are assumed to be Mutually Exclusive – This is seldom the came in modern day giant organizations where projects are often inter-related and rejecting a project solely based on NPV can result in sunk cost from a related project.

Independent projects have independent cash flows – As explained in the marketing project – though the project may look independent but in reality it is not as the brand awareness project can be closely associated with the spending on sales promotions and product specific advertising.






Negotiation Strategy of Tax for the CFO: Should Pfizer Acquire Allergan?

References & Further Readings

Matthew Sooy, Mitchell Stein, Michael Saunders (2018), "Tax for the CFO: Should Pfizer Acquire Allergan? Harvard Business Review Case Study. Published by HBR Publications.


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