AbbVie to employees: We're definitely merging with Shire, new tax rules aside

AbbVie CEO Richard Gonzalez

Just days after rumors emerged that AbbVie ($ABBV) was looking for additional financing to cover its planned $55 billion takeover of Ireland's Shire ($SHPG), the company is going to great lengths to reassure employees that the deal is a go.

Doubts had been raised about how AbbVie would finance the merger after U.S. Treasury Secretary Jack Lew proposed new rules limiting companies from engaging in tax inversions, but AbbVie CEO Richard Gonzalez clearly wants employees to believe he's not concerned.

Gonzalez traveled to Shire's offices in Chicago and Lexington, MA, last week for a series of meet-and-greets that included an "Integration Team Planning Kickoff Meeting," according to a letter he sent to Shire employees on Monday. Printed by The Wall Street Journal, the letter cites the potential of the merged companies to "lead and grow in important therapeutic areas" and "enhance innovation."

Titled "An Inspiring Visit," Gonzalez's letter said, "I'm more energized than ever about our two companies coming together, especially because I can already see many shared traits and values in the people at AbbVie and Shire."

The letter, of course, makes no mention of Lew's new rules and what impact they may have on the deal. AbbVie had planned to use offshore cash to help finance the merger, but under Lew's proposed rules, the company wouldn't be able to do so tax-free. Instead AbbVie could face a 35% tax bill. It's all part of Lew's plan to stem the growing tide of U.S. companies that are trying to dodge high corporate tax bills by merging with foreign companies and moving their headquarters overseas. AbbVie is reportedly now considering a different funding route.

Treasury Secretary Jack Lew

Ever since Lew announced the planned changes early last week, speculation has abounded about which M&A deals would be most in danger. Mylan's ($MYL) purchase of drug rights from Abbott Laboratories ($ABT) could be impacted, as could Pfizer's ($PFE) potential second bid for AstraZeneca ($AZN). If AbbVie is indeed looking for alternative financing, it would be as clear a sign as any that Treasury's threatened changes are forcing U.S. companies to rethink overseas mergers.

AbbVie is still aiming for the Shire deal to close in the fourth quarter, according to an upbeat letter that Chris Turek, vice president for enterprise strategies, sent to its own employees. Turek said the Shire meetings made it "clear that we have many shared traits and values as well as similar cultures. Both companies have a strong commitment to the patient and both integration planning teams are committed to successful preparation for Day One."

- here's the WSJ story (sub. req.)

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