LONDON (The Deal) -- AbbVie (ABBV) on Wednesday backed down from a claim underpinning its sweetened, 30.1 billion pound ($51.5 billion) offer for Irish drugmaker Shire plc after Takeover Panel intervention.
AbbVie had at first appeared to hint on Tuesday that it had broad backing from its Dublin target's shareholders for its fourth indicative offer, before chairman and CEO Richard Gonzalez went on to claim investor support for the transaction in subsequent media interviews. Under the Takeover Code the only valid shareholder backing that bidders can cite are written agreements.
"AbbVie wishes to clarify certain press and newswire reports with respect to support for its transaction with Shire plc," the company said. "AbbVie confirms that it has not received any written commitments of support and accordingly retracts the statements. It acknowledges that in the absence of written statements of support from shareholders it is not in a position to make any statement of shareholder support which accords with the provisions of Rule 19.3."
One corporate lawyer and former Takeover Panel secondee noted, "The rule is in place so neither bidders nor targets can claim to have the support of shareholders unless they can truly demonstrate it. So things like 'We believe' and 'We've received some sort of indications that' are probably not going to get you there. The Panel can't allow a situation where a statement that is unverified sits there in the market."
The misstep by the North Chicago-based Abbott Laboratories spinoff comes after Pfizer Inc. in May tied its own hands by declaring a hostile £69.4 billion bid for AstraZeneca plc "final" but suggesting it could be raised in certain circumstances. AstraZeneca countered that the spurned offer was "not capable under the Takeover Panel rules of being increased or even suggested at being increased, privately or publicly, with or without the board's approval or recommendation," and Pfizer retreated.