AbbVie and Shire agreed to terminate what would have been the biggest U.S. tax inversion after AbbVie pulled its support for the deal after proposed changes to U.S. rules governing such transactions.
AbbVie, based in Illinois, planned to buy Ireland-based Shire for an estimated $52 billion, then move the combined company’s legal address to the U.K. to lower its tax bill and access cash trapped overseas.
After confirming the deal was dead, the drugmaker announced a $5 billion share buyback over the next several years and increased its quarterly dividend by 17 percent, to 49 cents per share.
The deal is the largest casualty yet of rules announced last month by the U.S. Treasury Department to make tax-inversion deals more difficult.
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The new rules “reinterpreted longstanding tax principles in a uniquely selective manner designed specifically to destroy the financial benefits of these types of transactions,” AbbVie said late Monday in a statement.
Rep. Sander Levin of Michigan, the highest-ranking Democrat on the House’s tax committee, said Treasury had “done its part” to ensure U.S. companies reconsider moving overseas for tax purposes.
“Now Congress must live up to its responsibility and take legislative action to ensure that a small number of large corporations don’t get to play by a different set of rules than everyone else,” Levin said Tuesday.
A bill submitted in the House by Levin would deny the tax benefit of inversions after May 8 to companies that merge with a foreign company, unless the foreign company’s shareholders end up with more than 50 percent of the combined company. Under current law, that threshold is 20 percent.
AbbVie said it will pay Shire a breakup fee of $1.64 billion. Shire is based in Ireland for tax purposes but has executive offices in Basingstoke, England.
Shire said it remains “well-positioned” to deliver on the company’s previously announced growth strategy of doubling annual product sales to $10 billion by 2020, and will focus on doing its own deals in areas where it has treatments as well as “adjacent therapeutic areas.”
Shire rose 2.6 percent in London. The stock dropped 28 percent over two days last week after AbbVie said its board had decided to recommend shareholders vote against the deal. AbbVie gained 3.5 percent to $56.29 at the close in New York.
Since the U.S. Treasury’s Sept. 22 notice about tightening tax rules, three of eight inversion deals have fallen apart. Auxilium Pharmaceuticals canceled its merger with QLT, a Vancouver, B.C.-based biotechnology company, which would have shifted its legal address to Canada. Auxilium instead agreed to be acquired by Endo International Plc, which is run from the U.S. though incorporated in Ireland.
Salix Pharmaceuticals, based in Raleigh, N.C., also terminated a $2.7 billion merger agreement with Italy’s Cosmo Pharmaceuticals.
Two new tax relocations have been announced since then, leaving seven pending inversions including Ohio-based Steris’ $1.9 billion offer for Synergy Health, which would allow the U.S. company to move to the U.K. for tax purposes. Civeo, a Houston-based owner of worker housing, said it would relocate its tax address to Canada instead of becoming a real estate investment trust.
The takeover of Shire would have expanded AbbVie’s portfolio of medicines, particularly by gaining treatments for attention deficit hyperactivity disorder.
AbbVie’s “challenge now is in two years they lose their patent on one of the biggest blockbusters of all time, and they’ll have to replace that,” said Bill Smead, CEO of Smead Capital Management, in reference to the arthritis drug Humira. Smead owns AbbVie shares.