WHEN: Today, Thursday, November 19th
WHERE: CNBC's "Squawk on the Street"
Following is the unofficial transcript of breaking news from CNBC's David Faber today on CNBC's "Squawk on the Street" (M-F, 9AM-11AM ET). Following is a link to the video on CNBC.com: http://video.cnbc.com/gallery/?video=3000456385.
All references must be sourced to CNBC.
DAVID FABER: ON NOW TO SOME CORPORATE NEWS. LATE YESTERDAY, NEWS STARTED TO COME OUT ABOUT THOSE TALKS BETWEEN PFIZER AND ALLERGAN AND HOW FAR THEY HAD ADVANCED. HERE'S WHAT I CAN TELL YOU BASED ON MY REPORTING AT THIS POINT. THE TWO COMPANIES, OF COURSE AS WE KNOW, HAVE BEEN IN SIGNIFICANT TALKS ABOUT A DEAL UNDER WHICH PFIZER WOULD ACQUIRE ALLERGAN. THOSE TALKS CONTINUE. THEY ARE CENTERED AROUND A DEAL THAT WOULD EXCHANGE, LET'S CALL IT A BIT MORE THAN 11 SHARES OF PFIZER FOR EACH SHARE OF ALLERGAN. THE EXACT RATIO TO BE DETERMINED. BUT A BIT MORE THAN 11 SHARES. ACTUALLY, A NUMBER THAT I SHARED WITH JIM A COUPLE OF WEEKS BACK.
JIM CRAMER: GEEZ. YOU GAVE US THAT.
FABER: THAT IS THE NUMBER, ROUGHLY, THAT THEY ARE DEALING WITH RIGHT NOW. OF COURSE, THE OVERALL VALUE WILL DEPEND ON PFIZER'S STOCK PRICE. IT WOULD BE AN ALL-STOCK TRANSACTION DESIGNED TO MAKE SURE THAT ALLERGAN SHAREHOLDERS WOULD OWN MORE THAN 40% OF THE COMBINED COMPANY. WHY? MANY OF YOU MAY KNOW WHY. BECAUSE OF CORPORATE INVERSIONS, THE REGULATIONS AT LEAST THAT WERE PROPOSED BY TREASURY BACK IN SEPTEMBER OF 2014 AND MAKING SURE TO GET THE BENEFITS OF SAID DEAL BECAUSE IT WOULD FALL UNDER, BROADLY SPEAKING, THE MERGER OF EQUALS PROVISION. SO THAT IS WHERE THEY ARE RIGHT NOW. IN TERMS OF AN ANNOUNCEMENT, DON'T EXPECT TO SEE ANYTHING THIS MONDAY THOUGH THERE HAD BEEN REPORTS PERHAPS THE COMPANIES WERE AIMING FOR THAT. THE FACT IS, THAT LATE YESTERDAY WE GOT THIS LETTER FROM JACK LEW, THE TREASURY SECRETARY, IN WHICH HE STATED THAT THEY WILL BE ISSUING GUIDANCE LATER THIS WEEK INTENDED TO DETER AND REDUCE FURTHER THE ECONOMIC BENEFITS OF CORPORATION INVERSIONS. NOW, WHAT THAT "GUIDANCE" IS GOING TO BE, WELL, YOU MIGHT IMAGINE PFIZER AND ALLERGAN WANT TO KNOW. AND CONCEIVEABLY WE'LL FIND OUT TOMORROW GIVEN THEY SAID LATER THIS WEEK AND THAT WAS IN A LETTER THAT CAME OUT LATE WEDNESDAY. AND SO YOU WANT TO GIVE YOURSELF TIME TO SEE WHAT IT IS, TO DIGEST IT, TO UNDERSTAND IT, TO SEE WHETHER IN FACT IT IS IMPORTANT IN TERMS OF PERHAPS DETERRING YOUR PLANS, AND I'M GOING TO GET INTO THIS MORE LATER, AND PERHAPS TO ALSO MAKE SURE IT'S INCLUDED AS A CARVE-OUT OF THE MATERIAL ADVERSE CHANGE CLAUSE IN YOUR MERGER AGREEMENT. ALL THAT SAID, THEN HEADING INTO THE THANKSGIVING HOLIDAYS, YOU MIGHT IMAGINE THAT IN FACT, IT'S GOING TO TAKE A BIT LONGER. THAT SAID, SOURCES CLOSE TO THE SITUATION ALSO TELL ME THAT AT THIS POINT THEY ARE IN THE FINAL INNINGS OF DISCUSSIONS. WHILE THEY ARE STILL DEALING WITH OTHER ISSUES ASIDE FROM WAITING TO SEE WHAT TREASURY ACTUALLY BRINGS IN TERMS OF GUIDELINES, JIM. SO THAT'S WHERE THINGS STAND.
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