With Shire takeover bid, AbbVie looks to succeed where Pfizer failed

AbbVie CEO Richard Gonzalez

AbbVie ($ABBV) may be working with some of the same advisers who worked on Pfizer's ($PFE) so-far-failed play for AstraZeneca ($AZN). But after three rejections from target Shire ($SHPG)--the latest totaling about $46.5 billion--it's not about to make Pfizer's same mistakes.

The Illinois-based has brought on JPMorgan Chase and PR firm Brunswick Group, both of which were involved in Pfizer's recent high-profile merger efforts, Bloomberg reports. AbbVie, however, is already handling the process differently.

For one, company CEO Richard Gonzalez hasn't ruled out making a hostile bid--a step Pfizer wouldn't take. "We're not willing to restrict our legal options here," he said on a conference call Wednesday when asked if his company could take a less friendly approach to acquiring Shire.

AbbVie is also looking to avoid the brouhaha that erupted as politicians and the media zeroed in on the tax inversion aspect of Pfizer's offer. Gonzalez' team is trying to keep the debate centered on the deal's strategic logic, rather than the prospect of escaping U.S. taxes by relocating to tax-advantaged Ireland, a source told Bloomberg.

That doesn't mean AbbVie is ignoring the tax benefits a transaction would bring as it makes its pitch to shareholders. As the news service notes, the company has said a buyout would slice its tax rate by almost 10%. But in its 39-page slide deck presentation to Shire shareholders, the word "tax" comes up just once--on page 20.

And luckily for newcomer AbbVie, spun off from Abbott Laboratories ($ABT) just last year, without a prior history of post-merger job-slashing, it won't have to defend its past the way Pfizer did; with its Wyeth pickup not too far in the rearview mirror, Pfizer's track record of layoffs did little to help its case in AstraZeneca's eyes.

Shire CEO Flemming Ornskov

Meanwhile, Shire is doing its best to convince shareholders it would be better off alone, touting predictions of more-than-doubled sales by 2020 on the back of its rare disease and specialty offerings.

"Would you, as an investor, have been better off selling Biogen, selling Gilead, selling Celgene when they were at $20 (billion), $25 billion market caps?" the CEO Flemming Ornskov said, as quoted by The Wall Street Journal. "I think, from a purist capitalistic perspective, shareholders would have been better off letting management get on with what it has to do."

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