Selasa, 20 Mei 2014

DealBook: Shareholder Urges AstraZeneca to Reopen Talks With Pfizer

Pfizer's latest offer valued AstraZeneca at about $119 billion.Oli Scarff/Getty ImagesPfizer's latest offer valued AstraZeneca at about $119 billion.

Updated, 11:25 a.m. |

LONDON – Some of AstraZeneca's largest shareholders were publicly split Tuesday on whether the drug maker should continue merger discussions with Pfizer.

The British asset manager Schroders said it was disappointed with AstraZeneca's "quick rejection" of Pfizer's latest takeover bid, which would create the world's largest pharmaceutical company. Schroders owns about 2 percent of AstraZeneca.

"As long-term shareholders, we are strong believers in AstraZeneca and the potential for its innovative growth pipeline; however, given the increase in the offer, we would encourage the AstraZeneca management to recommence their engagement with Pfizer and subsequently their shareholders," Schroders said on Tuesday.

But Dominic Rossi, the global chief investment officer for equities at Fidelity Worldwide Investment, said AstraZeneca "did the right thing" and Pfizer wasn't a "suitable partner." Fidelity holds about 1.2 percent of AstraZeneca.

"The Astra board has taken a very difficult decision. They understood in rejecting the offer they would be criticised by some shareholders. We will now have to wait two to three years to see whether they were right. With a little luck they could well be."

A large AstraZeneca shareholder urged the company on Tuesday to resume its merger discussions with Pfizer, saying it was disappointed the talks came to a "premature" end.

The British asset manager Schroders said that it was unhappy with AstraZeneca's "quick rejection" of Pfizer's latest takeover bid, which would create the world's largest pharmaceutical company. Schroders owns about 2 percent of AstraZeneca.

Several smaller shareholders have expressed concern that AstraZeneca decided not to continue discussions after Pfizer raised its offer on Sunday evening, but AstraZeneca's largest shareholders have for the most part remained silent.

"As long-term shareholders, we are strong believers in AstraZeneca and the potential for its innovative growth pipeline; however, given the increase in the offer, we would encourage the AstraZeneca management to recommence their engagement with Pfizer and subsequently their shareholders," Schroders said on Tuesday.

The latest offer was worth about $119 billion. On Monday, AstraZeneca again rebuffed Pfizer, saying that the increased bid "undervalues the company and its attractive prospects."

The latest proposal would have given AstraZeneca shareholders 1.747 shares of the combined company, and 24.76 pounds in cash for each of their shares. The offer valued each share of AstraZeneca at about £55, or about $92.55.

Barring a last-minute change of heart by AstraZeneca's board, a deal seems unlikely.

Pfizer, the maker of best-selling drugs like Lipitor and Viagra, said its latest offer was final, meaning that AstraZeneca's board would have to agree to reopen negotiations for it to be able to revise its bid. Under British takeover rules, Pfizer has until May 26 to decide whether to walk away.

On Sunday, Pfizer said it did not believe AstraZeneca's board was prepared to recommend a deal "at a reasonable price," and it encouraged AstraZeneca's shareholders to urge the company to engage in "meaningful dialogue" about a potential combination.

AstraZeneca said on Monday that it was looking, at a minimum, for a price closer to £58 a share.

Pfizer, which began its pursuit of a merger last year, has said it will not make a hostile bid.

AstraZeneca's shares, which had been trading higher in recent weeks in anticipation of a higher bid, lost more than 11 percent of their value on Monday. The company's shares were down slightly, at £42.85, in trading in London on Tuesday afternoon.

In rejecting Pfizer's approaches, AstraZeneca has trumpeted its value as a stand-alone company and the strength of its pipeline of cancer drugs and other treatments. AstraZeneca said this month that it expected to achieve annual revenue of $45 billion by 2023 as an independent company.

AstraZeneca has also raised questions about the transactional risk associated with Pfizer's plan to reincorporate in Britain after a merger to substantially reduce its United States tax bill, which has drawn the ire of United States politicians.

The strategy, known as an inversion, is increasingly popular among United States companies, especially in the pharmaceutical industry.

British lawmakers have also raised concerns about whether Pfizer would eliminate jobs after a merger and hurt Britain's standing in life sciences research. AstraZeneca employs 51,500 people worldwide, including about 6,700 in Britain.

Pfizer had committed to keep at least 20 percent of its research and development work force in Britain after a deal and to complete a research-and-development center being built by AstraZeneca in Cambridge, England.


source : http://rss.nytimes.com/c/34625/f/640316/s/3aa16824/sc/30/l/0Ldealbook0Bnytimes0N0C20A140C0A50C20A0Clarge0Eshareholder0Eurges0Eastrazeneca0Eto0Econtinue0Etalks0Ewith0Epfizer0C0Dpartner0Frss0Gemc0Frss/story01.htm

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