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TheStreet Open House

Ireland Welcomes Watson Pharmaceuticals, an American Success

NEW YORK (TheStreet) -- Watson Pharmaceuticals, founded by a Taiwanese immigrant in the early 1980s and now a rival to generic drug giants Teva Pharmaceuticals (TEVA) and Novartis (NVS), is such an American success story the company has wound up in Ireland.

On Monday, Watson capped its intercontinental move when the company announced a $8.5 billion deal to buy Dublin-based-Warner Chilcott (WCRX). In order to take advantage of byzantine tax and merger laws, the combined company will now incorporate in Ireland, ending Watson's spectacular three-decade rise to become a U.S. success story in the global pharmaceutical market.

Watson was founded in 1985 by an immigrant Purdue University Ph.D., Allen Chao, and a colleague, David S. Hsia, as a fledgling pharmaceutical with a few million dollars raised by friends and family in the Taiwanese community living in California.

The company's growth to a market cap of over $16 billion and the third leading share of the generics market is nearly on par with the rise of Intel (INTC), Google (GOOG), and Yahoo! (YHOO), all great American businesses founded in the U.S. by first generation immigrants.

Its move abroad, however, underscores that while the U.S. remains a hotbed of innovation, successful companies are using tax loopholes to leave the country's shores.

In the case of Watson Pharmaceuticals, the corporate shape-shifting it has undertaken in the name of tax avoidance is likely to obscure the company's enterprising immigrant roots.

Already, much of Watson Pharmaceuticals' history has been bleached over by corporate PR to effectuate its move to Ireland.

In 2012, Watson Pharmaceuticals acquired Actavis, a Swiss competitor in the generic drugs market. While Watson was the acquirer, the company nevertheless changed its name to Actavis.

"A pioneer at the dawn of the U.S. generic industry in 1984, the Watson corporate name was never registered globally... it became clear that we could not establish a single, unified market presence under the Watson brand," CEO Paul Bisaro said in an October 2012 statement.

[Watson Pharmaceuticals name was an amalgamation of founder Allen Chao's Taiwanese mother's maiden name 'Hwa' and 'son.' The company mostly makes generic drugs.]

Watson also changed its ticker on the New York Stock Exchange from 'WPI' to 'ACT' in 2013 and hence Actavis, a U.S.-European conglomerate, was born.

In that deal, Actavis represented only about 30% of the combined company's revenue, according to internal projections.

On Actavis's web site, little remains of the roots of the parent company, Watson Pharmaceuticals, or its fantastic rags-to-riches-story.

For instance, there is no 'history' section to detail Watson's growth from Purdue University to the heights of the pharmaceuticals market. A 1994 Forbes Magazine profile, Still Running Scared, is likely to be end up the best reminder of Watson's accomplishments.

Wiping Watson Pharmaceuticals from the history books may be a matter of convenience in moving the parent company from New Jersey to Ireland for tax reasons. It may also have PR benefits, if anonymity is what the pharmaceutical company's top management wants. It's much easier for the media to turn a blind eye to Actavis, a company with Swiss roots incorporating in Ireland, than Watson, with its proud entrepreneurial history in the U.S.

Follow the money, however, and it's clear that on Monday it was Watson Pharmaceuticals that incorporated in Ireland ostensibly to dodge US taxes.

While Watson's legacy businesses have lost their name and their home, they will nevertheless represent about 50% of "New Actavis's" overall pro-forma revenue.

In one acquisition, Watson picked up a new name and in the other, it found a new home.

According to Monday's all-stock merger, Warner Chilcott shareholders will receive 0.160 shares of "New Actavis" for each Warner Chilcott share they own, equating to a $20.08 per share value according to May 17 closing prices.

"New Actavis," in this instance, doesn't just mean the merged company. It also signifies the firm's new Irish incorporation.

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