Saturday, May 17, 2014

Clearly Mr. Read Was NOT Expecting This: British Ministers In Talks At EU -- To Revise "Public Interest" Test -- On M&A


This development was just as predictable. . . as a soft Spring rain. Predictable, as here we see that Mr. Read is returning to the form (and proclivities) he used -- to gain the Chairman's seat at Pfizer -- the first go 'round. All swagger; all hubris -- no humility. But this time, his Niccolò Machiavelli in a demitassé glass won't play well on this grand stage, I'll wager. It will be fascinating theater, though.

The Saturday evening Guardian online has it all -- do go read it -- and, a bit:

. . . .The saga of the [$106 billion] takeover bid for AstraZeneca by Pfizer took a fresh twist on Saturday as it emerged that ministers have opened talks in Brussels about strengthening the UK's ability to force the American firm to honour its commitments on jobs and research.

The Observer has learned that exploratory talks have begun with EU officials over amending the terms of the British government's public interest test, which currently only allows ministers to block takeovers where there are concerns over national security, media plurality or competition.

It has been [intimated] by UK ministers that the public interest test could be revised to include continued investment in research and design as grounds on which the government could threaten to block the takeover or, at least, seek stronger commitments from Pfizer than have so far been given.

A source said: "The public interest test does not have to be about blocking: it can be about securing legally binding commitments on research. Early exploratory talks in Brussels have begun about whether it is possible to write a commitment on research and design into the approval process, into the public interest test. . . ."


If that comes to pass -- Mr. Read will face nearly a year of delays, while the UK agonizes over just how "binding" is binding "enough." That is -- if he can get the deal done, at all. This deal is likely no longer capable of closing as a hostile deal, in my estimation.

I simply must remark -- yet again -- Mr. Read seems well out of his depth here. International M&A -- north of $100 billion -- is essentially nation-building, or nation breaking. It should be approached as a treaty negotiation -- with a NATO power level of care. Thus far, Mr. Read hasn't even shown a UN level of decorum. All swagger; all hubris -- no sensitivity to the fact that the combination he seeks will dwarf many nations' GNP. So, underneath it all -- when under pressure -- most men return to their roots. That is, he's reverted to being a small-time operations accountant -- but is doing so, on the most conspicous of world stages. And I'm afraid he won't be up to the task of softening his leadship style -- to match the heady venue he is now playing. We shall see. May 26, 2014 looms. The "put up, or shut up" date -- in the UK, under the takeover rules there.

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