Drilling Down: Pfizer's $106B Bid for Astrazeneca

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May 1 (Bloomberg) –- Willkie Farr and Gallagher Law Firm Partner Gordon Caplan discusses Pfizer and taxes for companies that have large amounts of cash overseas. He speaks with Pimm Fox on Bloomberg Television’s “Taking Stock.” (Source: Bloomberg)

This is "taking stock" for thursday, may 1, 2014. i'm pimm fox.

Today was a day of emotion.

An emotional day at ford where the current ceo officially named the next to get the -- next chief executive.

And more on the band behind -- more on the nba dan of donald sterling.

And donald trump land a major golf tournament.

At first, carol massar.

Linkedin is out with its earnings today.

The company missed analysts estimates.

Shares are falling in after-hours trading.

In the meantime, beating analyst estimates, harris associates is seeing its stock higher in the u.s. in after-hours trade.

Another earnings report to tell you about on this thursday, nutrisystem is boosting its 2014 earnings forecast.

Those shores -- shares right now are higher.

Thank you very much, carol massar.

Now to the big change at ford.

Chief executive alan mulally, who led the automaker through the financial crisis, will retire on august 1. fields will take over.

He will carry on the passion about product.

But i share bills vision about leading the industry through -- i share bill's vision about leading industry through the creative process.

Let's get more insight on ford's future.

Joining me is carl brower -- karl braur from kelly blue book and jamie uttersbutters.

What should we expect from fields?

They lost $30 billion from 2006-08. he took that opportunity, borrowed a much of money, put every asset of the company in hawk and got it turned around.

--in hock and got it turned around.

They had been training all their assets year after year and they really turned it around.

He has cleaned up this company and handed a very healthy company to mark fields.

And of course, fields kind of deserves it.

He is the one that turned north america into the most profitable in its history.

Not just the trucks and explorer suvs, but smaller cars, the fuel-efficient cars, the focus, the fiesta, and the fusion is doing very well.

It is a very exciting time for ford.

Karl braur, talk about the f1 50 pickup and the all aluminum frame.

Rex this is the most important vehicle they sell.

It is a huge profit center for them.

You know they will not make a change unless they have confidence they can do it, and do it in a way that will give them competitive advantage in the other players in the pickup field.

I expect it to be very successful for them.

Jamie butters, mark fields -- what does he have to do to keep this rollout going smoothly?

He needs to do what he has been doing, which is keep track of it every week.

Keep the sunshine, as he's said.

That has been the system that alan mulally has embraced where they have these weekly meetings and line by line they report.

Are things going well?

Are things going badly?

They try to identify problems and fix them.

They have a lot of smart people and they know how to solve problems, but if people hide them as they have done in the past, as we saw at gm with problems of people hiding mistakes they've made in their small car defects, if you don't see the problems, you cannot fix them.

That is what alan mulally has brought to ford, and mark fields has embraced it.

Karl brauer, has ford taken its eye off the ball when it comes to non-us sales?

That is an interesting question.

They do have some room to make up in places like china.

General motors is more entrenched and selling at a higher volume.

But they are focused there.

Don't forget the history of the asia-pacific auto management made his money in mazda and made it profitable.

They are doing a lot of work already and the link plans and getting models up to speed and they are making linked in the most powerful brand there.

They are doing all the right moves.

It is just a matter of continuing the plan that is in place.

And i think they will do that.

I want to thank you both.

Now on to another headline, pfizer said it would be sweetening its deal to $106 billion for astrazeneca.

Astrazeneca had previously rejected pfizer's offer in january.

Now it is particularly alluring when it comes to corporate taxes.

But is it just about paying the u.s. government?

Let's ask gordon kaplan -- gordon caplan, a partner at bookie far and gallagher -- wilkie farr and gallagher.

Like a lot of us-based multinationals, they have a ton of earnings overseas and if they brought that back into the united states, they would be hit with a 35% federal tax and then state and local as well.

There is a disinclination to bring cash earnings back into the u.s. pfizer has something like $70 billion in cash overseas.

They would prefer, as would most companies in the same situation, to use it overseas so they do not have to pay the repatriation tax.

And the deal with astrazeneca is part cash and part stock.

The second aspect is the u.s. tax rate at 35% federal is much higher than the u.k. at 21%, and going down next year to 20%. the notion is that a u.s. company would -- company subject to a high tax rate would merge with a company in a lower tax jurisdiction like the u.k., and get the benefit of lower tax jurisdictions and lower tax rate.

That is the notion of this in version and will probably be one of the largest inversions ever done.

Is this employment act for lawyers?

It is a full employment act for tax laborers -- tax lawyers.

We can sometimes talk to our tax brethren, though i'm not a tax lawyer.

The reality is that there are two fundamental components, which make this somewhat alluring.

The first is the high corporate tax rate, one of the highest in the industrialized world.

The second, which is less spoken of in the media, is the fact that the u.s. taxes worldwide earnings whereas most industrialized nations simply tax on a territorial system.

What is the difference?

The difference is that the u.s. doesn't care where you earn your money.

As soon as you bring it back into the united dates might get hit with a corporate -- into the united states, it gets it with a corporate tax even if it's already been taxed.

Most other industrialized countries simply tax earnings within that country's jurisdiction.

That is a big difference because if you bring money back into germany or the u.k., it won't get hit with that tax again.

Is there any chance this will change him a that the system in the u.s. will start to look more like the system in places like the u.k. or germany?

That is a question for the congress and the obama administration.

The obama administration in its latest budget proposal, it is trying to tweak inversions and make it more difficult to do this.

It is more of a tweet to the system, not an overhaul.

It likely won't stop inversions, but make it more difficult, and frankly, more employment for my tax brethren.

I want to thank you, gordon caplan.

Coming up next, the pga just announced where the 20,000 -- the 2022 pga champions tour is going to be held.

I will be speaking to the president of the pga.

And i will be speaking to sports legend david robinson about mentoring and his business interests outside of basketball.

? today, the professional golfers association of america announced new jersey's trump golf club is going to host the 2022 pga champions tour.

The course is owned by real estate developer donald trump.

Joining to discuss this announcement is pga executive in chief, pete bevacqua and the pga president, ted bishop.

What are we looking at?

We will have the pga championship in -- it is great to part -- partner with donald trump.

He understands the game and he invests heavily in the game.

Ted bishop, not only do you have three holes in one and not only are you an agronomist by training, but you know about all of the deferred courses.

-- different courses.

Tell us about this course in new jersey.

Tommy fast seo, who designed the new course will be there.

I think people will really enjoy it.

If you know anything about the fasio name in golf, they are really commendable in the way they will torment the players.

You can stretch that golf course 7500 yards.

It probably will be wet in new jersey at that time of year, so the golf course will play long.

It is a phenomenal test.

How do you look this far into the future?

2022. you have to prepare for logistics, hotels, recruit a volunteer base of at least 3000 people.

And it takes time to get everything in place so you can hopefully ensure a successful championship.

There are the four big tournament in golf.

The four majors.

The pga championship being played here in the northeast in 2022, what is that going to do to the whole revenue model of the pga championship as well as golf in general in the region?

One of the attractions for bringing the pga championship to the metropolitan area is just that we hope it will be financially successful.

Obviously, this is the capital of business and there are major corporations in this area.

And we feel there will be 35,000 up to 40,000 people per day at the championship.

For us, it is a formula for success.

It is all about golf and the competition, but there is a revenue component to it as well.

Previous to being at pga, you were at the u.s. golf association.

Correct.

What is the distinction to be made between the two organizations?

The pga of america is the entity in golf that represents 20 7000 pga professionals around the country.

A are what we would say are the tangible connection between the game and everyone else in the country.

They teach the game, they operate golf facilities.

The united states golf association is the governing body of golf in this country and is responsible for the rules of golf.

The rules, all right.

Let's talk about the rules of business.

Tiger woods, absent from the tour.

What does that due to the business of golf?

I think everybody cannot wait for tiger's return, and selfishly we hope you returns at the pgh -- we hope he returns at the pga championship in louisville in august.

If you look at the ratings and what his publicity had to do with the masters, the golf channel's ratings for the month of april were at an all-time high.

They were up every week during april except the week of the masters.

When you look at the masters and the rating, there were a lot of things going on.

One of which was the fact that it was the best weather weekend we have had in the northern united states in 2014. maybe a lot of people did not want to stay inside and watch golf.

Are you going to play golf this weekend?

Absolutely at my club in legend, indiana.

Are you going to play?

I'm playing saturday morning just across the river in new jersey.

Well done.

Thank you for joining us.

Pete metzl -- peach bevacquapete bevacqua and tom bishop.

Coming up, you will need the cofounder of baviators.

? children lose and break things all the time.

So many parents do not like to spend a lot on children's accessories.

They are expensive.

A company called babiators is addressing this issue head-on.

It makes sunglasses specifically for children.

The cofounder tells me about her approach in this week's "small to big." babiators are safe and stylish sunglasses for babies and kids.

They are made of rubber and they bend and twist and return to a natural shape.

We came up with the idea in north carolina.

My husband is an aviator for the u.s. marine corps.

We were out watching the pilots fly in.

I noticed all of the adults were wearing their sunglasses and the kids were squinting trying to see the planes in the air.

We launched babiators with my partner caroline and myself sitting at our respective kitchen tables literally cold calling children's boutique.

The biggest complaint is that they get lost.

We started toying around with the rationale, let's replace them if they are lost.

That is firmly came up with the guaranteed.

I get a lot of reactions like, how do you stay in business?

How do you stay profitable?

In the three years of selling babiators, we are of gone from one million to 2,000,002 $3 million in projected sales.

-- one million to 2 million to $3 million in projected sales.

We sold a lot more by having that one pair.

That first year i literally lost several different winter hats.

My partners and i realized we wanted to expand into different products.

Why not make a hat you can guarantee if lost?

All of these products should be replaced if lost, for free.

That is what we are doing.

Are joining me now is the cofounder of babiators.

400,000 pairs and counting.

A ba in electrical engineering and computer science from harvard and you are making sunglasses.

Yes.

Where did you go right?

I ended up marrying an aviator with the marine corps and we were living in south carolina and the military actually issues those classic aviator frames to protect their eyes while they're in the air.

So we thought, why not make babiators for babies, to?

What is the price range?

We have two lines, one for $25 and one for $45. and you came up with a guarantee for the product if they are lost to the children themselves.

We heard from moms and dads that they wanted durable sunglasses and sunglasses that they -- that are guaranteed.

We sent a replacement pair for every pair that we send out.

And getting into the hat business, it's the same thing, a guarantee against loss.

As parents, we know that childhood is getting outside, and active lifestyle, having adventures.

We wanted to create additional products to expand beyond sunglasses and include the guarantee in that.

When you're out at the playground or skiing or at the water, if you forget your swim goggles, you can get your free replacement pair.

If you forget your hat, you can get your free replacement pair.

400,000 sold, $3 million in sales.

Well done.

?

This text has been automatically generated. It may not be 100% accurate.

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