Pfizer Fights Backlash From U.K, U.S. on AstraZeneca Bid

Pfizer Inc.’s record of job cuts after acquisitions is now drawing heat from both sides of the Atlantic. U.S. and state politicians have joined their U.K. counterparts in questioning the economic impact of the drugmaker’s push to buy AstraZeneca Plc.

U.S. Senators Carl Levin and Ron Wyden are proposing legislation that would make it harder for U.S. companies to shift their legal addresses overseas to avoid U.S. taxes, a move Pfizer has proposed as part of the transaction. Maryland Governor Martin O’Malley and Delaware Governor Jack Markell said yesterday they were concerned the deal will lead to job losses in their states in a letter to Pfizer Chief Executive Officer Ian Read.

The U.S. backlash follows Read’s commitment to U.K. officials that Pfizer would keep at least 20 percent of the combined company’s research-and-development workers and substantial manufacturing plants in the U.K. for at least five years. The governors wrote that they want assurances as well.

“Despite our requests, we have received no corresponding assurances about retaining jobs and research and development in our states,” O’Malley and Markell, both Democrats, wrote in a letter obtained by Bloomberg News. “Our concern is exacerbated by Pfizer’s history of closing U.S. research facilities, including sites in Michigan and Illinois, after closing on previous corporate transactions.”

While London-based AstraZeneca rejected Pfizer’s $106 billion offer last week, the New York-based drugmaker has told U.K. officials it isn’t ready to walk away from the deal. Read is set to speak about his proposal to buy AstraZeneca at two separate U.K. parliamentary committees next week.

U.S. Inquiries

Read may soon face government inquiries in the U.S. as well. Pfizer has said it plans to keep the company’s operating headquarters in the U.S., even as its legal address shifts to the U.K. for the lower tax rate. In doing so, Pfizer would join at least 18 other companies that have said they are making or contemplating similar transactions since 2012, including Chiquita Brands International Inc.

Democrats in the U.S. Senate yesterday said they may push to block companies from moving their legal addresses overseas to reduce their tax bills. Levin, a Democrat from Michigan, yesterday said he was writing legislation that would stop such a company action. He was joined by Wyden, the Senate’s finance chairman, in questioning the ability of companies to redomicile abroad in order to avoid U.S. taxes.

Wyden, an Oregon Democrat, told reporters in Washington he is considering quick action to prevent companies from “hollowing out” the U.S. tax base before lawmakers have the chance to consider broader tax changes.

‘Quick Steps’

Wyden said in an opinion article published in the Wall Street Journal late yesterday that he wants to increase current requirements that U.S. companies reincorporating overseas have at least 20 percent of stock owned by their foreign partner.

“I am committed to raising this floor to at least 50 percent” starting immediately, Wyden wrote, adding that “corporations must understand that they won’t profit from abandoning the U.S.”

If Wyden’s proposal were enacted and made retroactive to May 8, as he suggests, it would scuttle the tax benefits of the Pfizer transaction in its current form. Pfizer’s bid for AstraZeneca, which is smaller by market value, envisions current Pfizer shareholders holding more than 50 percent of the combined company.

Under Wyden’s proposal, which echoes one from the Obama administration in March, such transactions would be disregarded for tax purposes, and the combined companies would be taxed as U.S. firms.

Bad Press

“If the Pfizer/AstraZeneca deal happens, it’s likely to close before Congress acts on inversion,” said Mark Schoenebaum, an analyst at ISI Group LLC, in an e-mailed response to questions. “Thus, I don’t think Pfizer will be legally prevented from completing the deal. I would imagine that Pfizer anticipated much of the bad press and decided to move forward anyway.”

Democratic efforts in the Senate will likely face opposition from Republicans in the House. Representative Dave Camp, a Michigan Republican who is chairman of the House Ways and Means Committee, said any attempt to address tax inversions like the one Pfizer plans should only be done in a broader revamp of the tax code.

Earlier this year, Camp released proposed legislation that would cut the U.S. corporate tax rate to 25 percent from 35 percent and trim taxes on foreign income.

Preferred Approach

“I don’t think this is something you can kind of one-off,” Camp told reporters in the Capitol. “So I actually prefer an approach that really is actually going to create jobs and grow the economy as well.”

Pfizer supports tax legislation that “enhances the global competitiveness of U.S.-based companies operating internationally,” Mackay Jimeson, a company spokesman said in an e-mailed response to questions. “We expect the comprehensive tax reform debate to continue, and we are actively engaged in the debate.”

On April 28, Read said he didn’t believe an acquisition enabling Pfizer to move its legal resident to the U.K. would “create a conflict with the interest of the U.S. government.”

Pfizer shares fell less than 1 percent to $29.03 at the close in New York.

Job Concerns

While the tax issue spurred concerns in Washington, job cuts were on the mind of the Maryland and Delaware governors. O’Malley and Markell told Read they want Pfizer to make some commitments to their states. Read has reportedly told British Prime Minister David Cameron that he would retain U.K. jobs.

Pfizer has a track record of eliminating jobs and shuttering research labs following acquisitions. Since 2003, the drugmaker has announced plans to close at least seven research centers and shed about 70,000 employees.

AstraZeneca employs 5,700 people in Maryland and Delaware, Markell, the Delaware governor, said in a telephone interview. The company’s North America headquarters is located in Wilmington, Delaware; there is a research center in Gaithersburg, Maryland; and a manufacturing facility in Newark, Delaware.

O’Malley and Markell decided to send their letter and make it public after reading about assurances Read reportedly provided to the British government, Markell said in a telephone interview yesterday.

Future Commitments

They asked Pfizer to tell them details on how many jobs may be cut or relocated from their states as a result of a deal, what future investment they might get in the states and the drugmaker’s possible plans for splitting a merged company into different businesses.

“We have 2,600 very good people in Delaware and 3,100 in Maryland,” Markell said by telephone. “My job is to do everything I can do to make sure they have continued career opportunities.”

The governors didn’t discuss the letter or operations with officials at AstraZeneca, Markell said. They asked Pfizer to respond promptly to their request, and Markell said he received a polite phone call from a senior leader at the company who said he would keep the governor informed of Pfizer’s progress with the acquisition.

“We believe a potential combination with AstraZeneca would build a stronger company by bringing together our assets, people and scientific expertise to create vibrant businesses with new potential growth and opportunities to meet patients’ needs,” Pfizer’s Jimeson said in an e-mail. He said Pfizer officials have spoken to the governors and understand their concerns.

“Keeping us informed is very different from the kind of jobs they have committed to in the U.K.,” Markell said.

U.K. Concerns

Meanwhile, in the U.K., concerns about the deal continued to surface. The Wellcome Trust, a U.K. endowment with 16.5 billion pounds that funds medical research, said in a May 2 letter to the U.K. government that it was worried about Pfizer reducing research in that country.

“If AstraZeneca does merge with Pfizer or with any other company, we think it is essential that the R&D and manufacturing capabilities it offers to the U.K. is maintained, and, critically, that its investment in its major R&D facility in Cambridge is not lost,” William Castell, chairman of the trust, and Jeremy Farrar, its president, wrote.

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