LONDON – The Irish pharmaceutical company Shire said on Friday that it had rejected a takeover approach from the American drug maker AbbVie that valued the company at 27.2 billion pounds, or about $46.3 billion.
AbbVie, which is based in Chicago, revealed on Friday that it had approached Shire in early May about a possible tie-up, but was rejected three times by Shire's board of directors – the latest at the end of May. AbbVie was spun off from Abbott Laboratories last year.
Shire called AbbVie's proposal "unsolicited and highly conditional" and said that it "fundamentally undervalued the company and its prospects."
"We believe that Shire has a strong independent future," Susan Kilsby, the Shire chairwoman, said in a statement.
Under British takeover rules, AbbVie has until July 18 to make a firm offer for Shire or walk away for at least six months before coming back with a further unsolicited offer. After three months, it is possible for the sides to re-engage if Shire's board agrees to it.
"There can be no certainty that any firm offer will be made," AbbVie said in a statement. "Discussions are no longer ongoing."
The latest cash and share offer was equal to £46.26 a share, AbbVie said.
Shire's shares rose 13 percent to £42.26 in trading in London on Friday morning.
The offer is the latest in a rush of recent tie-ups by pharmaceutical companies, particularly as American companies look to take advantage of a loophole that allows them to avoid higher corporate taxes in the United States and free up cash held overseas by reincorporating in countries with lower tax rates, such as Ireland and Britain.
As part of the offer, AbbVie planned to change its domicile to Britain and effectively renounce its United States citizenship in a maneuver known as an inversion. Shire is based in Dublin, but is publicly traded in Britain.
The tax strategy was one of the driving forces behind Pfizer's unsuccessful bid in May to acquire the British pharmaceutical company AstraZeneca and the medical device maker Medtronic's $42.9 billion deal for its rival Covidien, announced on Sunday.
Members of Congress and President Obama have called for an end to the loophole.
Like AstraZeneca, Shire said its board had concerns about the potential execution risks associated with carrying out an inversion. Both Shire and AstraZeneca also argued the approaches failed to fully recognize their future potential as independent companies.
AbbVie, the maker of the arthritis drug Humira, employs about 25,000 people worldwide and markets its medicines in more than 170 countries.
Shire, a biopharmaceutical company, manufactures Firazyr, an injection to treat attacks of acute hereditary angioedema. It also makes Vyvanse and Adderall XR, which are drugs to treat attention deficit hyperactivity disorder.
Shire employs more than 5,000 people in 31 countries. The company posted sales of $4.8 billion from continuing operations in 2013.
JPMorgan Chase is acting as AbbVie's adviser.
source : http://rss.nytimes.com/c/34625/f/640316/s/3bb31f32/sc/24/l/0Ldealbook0Bnytimes0N0C20A140C0A60C20A0Cdrug0Emaker0Eshire0Erejects0Eoffer0Efrom0Eabbvie0Eworth0Eabout0E460Ebillion0C0Dpartner0Frss0Gemc0Frss/story01.htm
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