Cases & Deals

Pfizer sells consumer healthcare business to Johnson & Johnson for $16.6 billion

Clients Pfizer, Inc.

Jones Day represented Pfizer, Inc., the world's largest pharmaceutical company, in the sale of its consumer healthcare business to Johnson & Johnson for $16.6 billion cash. The multi-jurisdictional transaction involved the sale of Pfizer's operating assets and subsidiaries in over 50 countries. Pfizer Consumer Healthcare had revenue of $3.9 billion in 2005. Its portfolio of well-known global brands included Listerine®, Nicorette®, Sudafed®, Benadryl®, Neosporin®, Visine®, Zantac®, Lubriderm®, Rogaine®, and other popular products.

Pfizer announced plans to explore a sale or tax-free spin-off of its consumer healthcare business in February 2006. Jones Day analyzed all tax aspects of the potential sale and spin-off, helped structure the transaction, and negotiated the tax terms of the principal transaction documents. The team was led by Jones Day tax lawyers in New York and Washington, and included tax lawyers in Frankfurt, London, Madrid, Milan, Paris and Tokyo. Jones Day also coordinated with representatives from the Big Four accounting firms.