In 2014, US-based pharmaceutical giant Pfizer made a play to buy its chief European rival, the BritishSwedish pharmaceutical and biotechnology company AstraZeneca. The two firms engaged in aggressive negotiations for close to two months in what might have been the biggest M&A deal in the healthcare sector’s history, with Pfizer making a $118 billion offer to the AstraZeneca board for control of the company. The deal ultimately came apart due to the buyer’s overconfidence (a theme common in many of the attempted mergers discussed here), as Pfizer’s final offer of £55 per share was rejected by both the Astrazeneca board and its shareholders. However, the move also achieved a lasting effect in the legal sphere by drawing attention to tax inversion loopholes that allowed companies to cut their tax rate by acquiring a foreign rival in a lower-tax country and moving their headquarters there. The US Treasury’s subsequent crackdown on these loopholes has greatly reduced the likelihood of Pfizer making a second play for control of AstraZeneca. The regulatory impact of the failed PfizerAstraZeneca acquisition was felt later in 2014 – once again in the healthcare sector. US-based drug manufacturer AbbVie pursued a merger agreement with Ireland’s Shire Plc, aimed at creating a new company with a market cap of around $137 billion and an employee headcount of 30,000. While not as earth-shattering as Pfizer’s offer for its rival, the $55 billion deal was another major play in the pharmaceuticals market. Both firms agreed to the deal, but AbbVie’s plans to move its headquarters to the UK isle of Jersey for tax purposes proved its undoing. The US Treasury’s new rule regarding the inversions loophole introduced an “unacceptable level of risk and uncertainty” for the deal as a whole, according to AbbVie chief executive Richard A Gonzalez, which ultimately prompted the buyer to pull out. AbbVie paid a $1.64 billion fee as a result of backing out of the merger, and only recently managed to escape a hedge fund lawsuit over its actions. Another attempt at a seismic deal in the telecommunications industry, in 1999 MCI WorldCom made a shock announcement of plans to buy Sprint Corp – then its closest competitor – for $129 billion, outbidding BellSouth. If successful, the acquisition would have created an international telecom superpower with control over 35% of the market’s long-distance telecom infrastructure, threatening the dominance of AT&T and its 42%.WorldCom was successful in its bid, with Sprint’s board acceding to the merger. What put the brakes on the deal was international anti-competition law. The European Commission stepped in to declare that the newly created company would squash competition, leaving the two firms with no path forwards. The deal was abandoned and WorldCom went on to suffer an accounting fraud scandal that bankrupted the company. Ultimately, Sprint was bought out by T-Mobile and WorldCom itself by Verizon in 2006, laying the foundations for the new status quo in international telecom. Pfizer and AstraZeneca AbbVie and Shire WorldCom and Sprint 44 LAWYER MONTHLY MAY 2023
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