AstraZeneca Board Rejects Latest Pfizer Offer

AstraZeneca board of directors rejected the latest $106 billion acquisition proposal from Pfizer, reporting in a statement that the terms are “inadequate, substantially undervalue AstraZeneca, and are not a basis on which to engage with Pfizer.”

The board noted that the a large proportion of the consideration payable in Pfizer shares and the tax-driven inversion structure remain unchanged from earlier proposals and were reasons for rejecting the proposal. In addition, Leif Johansson, chairman of AstraZeneca, reiterated the company’s plans for investment and growth and advised shareholders to take no action.

“AstraZeneca continues to invest significantly in research, development and manufacturing in the U.K., Sweden and the U.S. We are showing strong momentum as an independent company, in particular with our exciting, rapidly progressing pipeline, which the Board believes will deliver significant value for shareholders,” Johansson said in a statement. “Pfizer’s proposal would dramatically dilute AstraZeneca shareholders’ exposure to our unique pipeline and would create risks around its delivery. As such, the Board has no hesitation in rejecting the proposal.”

Industry analysts indicated that Pfizer may take the route of a hostile takeover. The takeover would be the largest acquisition of a British company by a foreign business. In a letter to British Prime Minister David Cameron, Pfizer Chairman and CEO Ian Read outlining commitments the company would make as part of the acquisition, including the completion of the planned AstraZeneca Cambridge campus, establishing the company’s corporate and tax residence in England, and basing other operations in the United Kingdom.  

Pfizer’s May 2, 2014 Offer StatementAstraZeneca’s May 2, 2014 Response