Drugmaker’s buyout fizzles

Published 12:00 am Tuesday, May 27, 2014

Pfizer confirmed on Monday the end of its audacious bid to buy AstraZeneca, Britain’s second-largest pharmaceutical company.

In a statement, Pfizer said it “does not intend to make an offer for AstraZeneca” in the wake of the British company’s rejection of what the U.S. drug giant called its final offer earlier this month. The cash-and-share offer, which valued AstraZeneca at about $119 billion, would have created the world’s largest pharmaceutical company.

Pfizer had indicated that it would not pursue a hostile bid, which would allow AstraZeneca’s shareholders to vote on the deal without the approval of AstraZeneca’s board. Under British takeover rules, Pfizer cannot come back with another offer for AstraZeneca for six months. The earliest it could offer a higher price would be in three months if AstraZeneca’s board agreed to the talks.

“We continue to believe that our final proposal was compelling and represented full value for AstraZeneca based on the information that was available to us,” Ian Read, Pfizer’s chairman and chief executive, said in a statement. “As we said from the start, the pursuit of this transaction was a potential enhancement to our existing strategy.”

The advances by Pfizer, the maker of best-selling drugs like Lipitor and Viagra, pitted two of the world’s largest drugmakers against each other, with powerful political forces from Westminster to the United States weighing in on corporate taxes, cancer research and pharmaceutical jobs in Britain, where an economic recovery is underway but employment remains shaky.

Pfizer made multiple offers for AstraZeneca, all of which were rebuffed by the British company’s board. The directors said that the latest offer, made May 18, “undervalues the company and its attractive prospects.”

Pfizer’s final offer valued the company at nearly 70 billion pounds at a time when AstraZeneca’s market capitalization was roughly 55 billion pounds. AstraZeneca demanded an offer of more than 74 billion pounds.

That Pfizer was unable to use its vast clout to woo its smaller rival, whose performance had been less than spectacular, marks a coup for AstraZeneca.

The company staged a spirited defense against the takeover, arguing that its pipeline, dry not long ago, was chock full of promising new drugs, among them MEDI4736, a lung cancer drug, which some analysts thought could be worth up to $6 billion.

AstraZeneca played up Pfizer’s interest, if the merger were to go through, to relocate to Britain for tax purposes, known as an inversion. Such a deal would allow Pfizer to escape a higher American corporate tax rate and free its overseas profits from any claims by U.S. tax collectors.

British politicians weighed in, arguing that Pfizer should guarantee jobs, even though AstraZeneca has eliminated plenty of them.

By the end of the bidding process, AstraZeneca shareholders were split on the company’s decision to balk at the deal.

Its largest shareholder, BlackRock, supported its decision to walk away but wanted AstraZeneca to renew its talks with Pfizer about a potential deal at a later date, according to a person familiar with the discussions.

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