LONDON – AbbVie on Wednesday retracted statements that shareholders of the pharmaceutical company Shire were supportive of its bid to acquire the Irish drug maker.
The announcement comes a day after AbbVie raised its offer to about $51 billion for Shire, which has rejected its previous takeover offers.
AbbVie, based in Chicago, issued a statement saying it wanted to clarify news reports about its comments on the response it had received from Shire shareholders about a potential tie-up.
Richard Gonzalez, AbbVie's chairman and chief executive, had told The Financial Times that shareholders were "generally supportive" of the transaction.
"AbbVie confirms that it has not received any written commitments of support and accordingly retracts the statements," the company said. "It acknowledges that in the absence of written statements of support from shareholders it is not in a position to make any statement of shareholder support" under British takeover rules.
AbbVie and its financial adviser, JPMorgan Chase, have had a series of meetings with Shire's shareholders since AbbVie publicly announced its intention to pursue Shire in late June, including a trip by Mr. Gonzalez to London last week.
AbbVie, which was spun off from Abbott Laboratories last year, is hoping to lure Shire to the negotiation table before July 18, when it will have to make a firm offer or walk away for up to six months under British takeover rules.
Shire has not commented on the latest offer, other than to say that its board will meet to consider the proposal and to urge shareholders not to take any action regarding the proposal at this time.
AbbVie is eager for a deal, which would allow it to reincorporate in Britain and save millions of dollars in taxes, a process known as an inversion. Since early May, AbbVie has made four offers to Shire, which is based in Ireland and listed in London.
The revised bid represents a 48 percent premium over Shire's closing price of 34.67 pounds, or about $59.38, a share on May 2, the day before AbbVie's first approach.
It is a particularly rich premium compared with recent deals and comes amid a rush by American pharmaceutical and medical device makers to engage in inversions to save on their corporate taxes and free up money trapped overseas.
In its latest offer, AbbVie would pay £22.44 in cash and 0.8568 of its shares for each share of Shire, or about £51.15 a share. Shire's shareholders would own about 24 percent of the combined company.
Shire has said the previous offers by AbbVie significantly undervalued the drug maker and its prospects.
"There can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made," Shire said on Tuesday.
Shares of Shire declined 1.3 percent to £44.70 in trading in London on Wednesday.
In recent weeks, Shire has argued that it should remain an independent company, saying it could more than double its revenue in the next seven years, to $10 billion. Its drugs includes Vyvanse and Adderall XR, treatments for attention deficit hyperactivity disorder.
Shire also has raised concerns about the risk of such a merger, namely because of the tax structure.
The recent rush by companies in the United States to merge and reincorporate overseas for tax reasons has raised the ire of American politicians, who are examining ways to stop the practice.
source : http://rss.nytimes.com/c/34625/f/640316/s/3c5139ec/sc/24/l/0Ldealbook0Bnytimes0N0C20A140C0A70C0A90Cabbvie0Ebacktracks0Eon0Ecomments0Ein0Eshire0Ebid0C0Dpartner0Frss0Gemc0Frss/story01.htm
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