Original Story: USAToday.com
LONDON — Fears that a proposed $106 billion takeover of British pharmaceuticals firm AstraZeneca by Pfizer, its New York-based rival that makes the erectile dysfunction drug Viagra, would lead to job losses and tax sidestepping is ruffling political feathers on both sides of the Atlantic even as merger activity in the pharma sector hits record levels. A San Francisco M&A Lawyer says this will affect the U.S.
Since the start of the year, the value of deal-making maneuvers in the global pharmaceutical sector has hit nearly $240 billion, making 2014 the busiest year ever, according to Thomson Reuters data.
"What the Pfizer bid for AstraZeneca has done is to highlight that the next cycle in the bio-pharmaceutical business is M&A," says Basil Petrides, an analyst at Beaufort Securities, a London-based wealth management company.
"There are always synergies to be had in terms of minimizing overlap, but the deals we have seen recently are not necessarily all about cost-cutting either," he says. "Intellectual property rights on drugs only last for a certain amount of years and after that they are opened up to other manufacturers. Pfizer has been circling this deal for a long time. Its pipeline of drugs is slowly eroding and the easiest way to get value for shareholders is to take over companies that have 'pipe' and proven technology."
In addition to Pfizer's spurned cash and stock bid for AstraZeneca on May 2 — worth a bit less after shares in Britain's second-largest drugs firm closed down 2.4% Friday — Germany's Bayer agreed to purchase New Jersey-headquartered Merck's consumer care business on May 6 for $14.2 billion.
On April 22, activist investor Bill Ackman teamed up with Canada's Valeant Pharmaceuticals for a $47 billion bid for Allergen, the maker of Botox. That same day, Novartis of Switzerland and Britain's GlaxoSmithKline said they would swap assets and combine units in a deal valued at around $16 billion. A New York M&A Lawyer is not surprised by the numbers.
Pfizer's so-far rebuffed interest in AstraZeneca is confronting particularly intensive scrutiny in Britain though. The pharmaceutical industry is thought of, by Prime Minister David Cameron's coalition government and key by opposition parties, as a "jewel in Britain's scientific and industrial crown," as the Association of the British Pharmaceutical Industry (ABPI) has put it.
The ABPI, whose current president is Pfizer's managing director in Britain, declined to comment on the proposed deal, but did provide data showing that the pharmaceutical industry directly employs 73,000 people in Britain and as a sector "represents 25% of all expenditure on R&D in U.K. businesses" — a figure that fell to about $29 billion in 2012, according to the Office for National Statistics.
Critics of the deal say losing AstraZeneca, which employs around 6,700 workers in Britain and makes a sizable contribution to its R&D efforts, would weaken Britain's claim to being a major global player in science and technology. Foes of the proposal, including the opposition Labour Party leader Ed Miliband, accuse Cameron of being a "cheerleader" for the takeover, arguing that Pfizer has failed to provide sufficient assurances that it won't shed jobs or gut a planned research center AstraZeneca is building in the technology hub of Cambridge.
''Let me be absolutely clear — I'm not satisfied. I want more. But the way to get more is to engage," Cameron has said, responding to allegations he has been too supportive of the proposal.
Others, including some from the prime minister's Conservative Party, have voiced suspicions that Pfizer is concerned chiefly with lowering its tax liabilities by shifting its domicile to the United Kingdom, where the corporate tax rate is lower, and have called for a public interest test.
"If such a test were applied in this case, then I believe Pfizer's bid would fail. It doesn't have a great track record in honoring its undertakings and the suspicion remains it is primarily interested in reducing its tax bill," David Davis, a senior Conservative politician, told the Times of London.
On Tuesday and Wednesday, Ian Read, Pfizer's Scottish-born CEO, and Pascal Soriot, AstraZeneca's French boss, will appear before two separate panels of British lawmakers to face questioning about the deal's potential impact.
One relatively recent test case that may arise is U.S. foods company Kraft's 2010 takeover of British chocolate maker Cadbury. "Kraft implied it was going to keep staff on at Cadbury, but as soon as the deal was done it didn't," says Petrides, the Beaufort analyst. A factory that was slated to remain open was also closed.
Anders Borg, Sweden's foreign minister, already warned this week that Pfizer failed to live up to pledges it made over keeping jobs in that country following its acquisition of drug maker Pharmacia in 2002.
"Our experience shows that their track record is not very convincing and I think one should take these kind of promises not only with a pinch of salt but a sack full of salt," Borg said, speaking on British radio.
Capitol Hill is paying attention, too. Sen. Carl Levin, D-Mich, said Thursday he would push for legislation aimed at closing a loophole that permits companies to re-incorporate in overseas territories with lower tax bases.
"Companies that exploit this loophole benefit from the protections and services the federal government provides, including patent protection, research and development tax credits, national security and more," said Levin. Senate Finance Committee chairman Ron Wyden, D-Ore., supports Levin's initiative.
Also Thursday, Delaware Gov. Jack Markell and Maryland Gov. Martin O'Malley sent a letter to Pfizer's Read, expressing concern over how a deal with the British drug maker may affect the 5,700 workers in their states.
"Our states have invested substantially to make AstraZeneca a success in our communities. Elected officials and the public have a right to know Pfizer's intentions with respect to the key U.S. operations of AstraZeneca and the thousands of employees in our states whose jobs may be jeopardized by Pfizer's desire to reduce its tax liabilities," they wrote.
In a video posted on Pfizer's website over the weekend, Read shot back at critics who have called into doubt his firm's motives, saying the deal would be a "win-win" for society and investors. He has previously written to Cameron, confirming a commitment to Britain's science sector.
Read said Saturday that gaining access to AstraZeneca's R&D was a key motivation for the bid. "When we looked at AstraZeneca, we liked their science. We liked where their science is being done, which is in the U.K., and we know we have good science in the U.K. in Cambridge, Oxford, London and other universities," he said. No new pledges were made.
Since rejecting Pfizer's bid as "inadequate" and subsequent comments from Soriot that shareholders have been "supportive" of that move, AstraZeneca has made few public comments.