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发帖数: 29846 | 1 U.S. drugmaker AbbVie finally wins Dublin's Shire with $55 billion deal
(Reuters) - U.S. drugmaker AbbVie Inc bought Dublin-based Shire Plc on
Friday in a 32 billion pound ($54.7 billion) deal that will allow it to
slash its tax bill by relocating to Britain.
The London-listed company, which makes expensive medicines to treat rare
diseases, fought off four earlier bids from AbbVie until the U.S. firm
raised its price to 52.48 pounds per share - made up of 24.44 pounds in cash
and 0.8960 new AbbVie shares.
Chicago-based AbbVie is buying Shire to cut both its U.S. tax bill and its
reliance on arthritis drug Humira, the world's top selling medicine which
loses U.S. patent protection in 2016. AbbVie, which generates nearly 60
percent of its revenue from Humira, had until Friday to announce a firm
offer for Shire, extend the deadline or walk away under UK takeover rules.
It now plans to create a company listed in New York, incorporated in Jersey,
the Channel Islands, and tax-domiciled in Britain, which will pay an
effective tax of about 13 percent by 2016, sharply lower than its current
rate of about 22 percent, making the deal one of the biggest driven by the
tactic known as tax inversion.
America's Pfizer Inc tried to pull off the same trick earlier this year when
it made a bid for Britain's AstraZeneca plc though its $118 billion deal
was rejected.
Calls for political action to stop tax inversion deals are growing in the
United States. U.S. Treasury Secretary Jacob Lew urged Congress this week to
take steps to discourage companies moving their tax domiciles aboard,
saying "economic patriotism" was needed.
AbbVie's chairman and chief executive Richard Gonzalez said he thought the
debate would be more appropriately shifted to tax reform and making
companies more competitive in the global economy. U.S. companies cannot move
overseas earnings back into the country for acquisitions or investment
without losing part of it to the taxman.
"Companies like ours need access to our global cash flows to be able to make
investments all around the world, but specifically to be able to make
investments in the United States, and today we at a disadvantage versus many
of our foreign competitors," he said.
However, he added, tax cutting was not the main objective of the Shire deal.
"It's not the primary rationale for this," he told analysts on a conference
call, explaining that the combined group would have leadership positions in
immunology, rare diseases, neuroscience, and metabolic and liver diseases,
as well as a best-in-class product development platform, a stronger pipeline
and better R&D capabilities.
The merged group will also have more firepower for acquisitions, he said,
particularly to bolster the rare disease business, the foundations of which
were built on acquisitions by Shire.
RAISED GUIDANCE
Shire's board had said on Monday it was ready to recommend the higher offer
from AbbVie, signaling the end of a lengthy courtship.
AbbVie's agreed price represents a premium of about 53 percent to Shire's
share price on May 2, the last business day before AbbVie's first offer,
which was rebuffed by Shire.
Shares in Shire, which will own about 25 percent of the combined group,
closed 3.9 percent higher at 49.96 pounds, while AbbVie was up 2.1 percent
to $54.65 at 1615 GMT.
Gonzalez said Shire Chief Executive Flemming Ornskov, whose tenure at the
drugmaker was marked by earnings upgrade after earnings upgrade, would stay
on, initially to help with integration and then to head a dedicated rare
disease division.
Separately, Shire raised its earnings guidance for the year on Friday, to
low-to-mid 30 percent growth, from mid-to-high 20 percent growth. The
company, which also produces hyperactivity drug Vyvanse, reported record
revenue of $1.5 billion for its second quarter and a 42 percent jump in its
preferred earnings measure of non-GAAP adjusted earnings per ADS to $2.67.
Shire was advised by Goldman Sachs, Morgan Stanley, Deutsche Bank, Evercore
and Citi, while AbbVie was advised by J.P.Morgan.($1 = 0.5847 British Pounds
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