AstraZeneca Rejects New £63bn Pfizer Bid

Pfizer Letter To David Cameron Over Deal

Updated: 7:52am UK, Friday 02 May 2014

American drugs giant Pfizer has written a letter to David Cameron, in an attempt to take the political heat out of its bid for UK rival AstraZeneca. Here is the letter from Pfizer chief executive Ian Read:

Dear Prime Minister,

I am writing to you to address the concerns of the UK Government and science community and your desire to have firm and enduring assurances from us about our commitment to the UK and its life sciences agenda.

We would like to confirm that today, Pfizer made a non-binding cash and share proposal valuing each AstraZeneca share at £50 to the Board of AstraZeneca, as detailed in our accompanying public statement. We believe the industrial logic for a combination between Pfizer and AstraZeneca is compelling.

A combined company would bring together powerful and world leading research expertise in key therapeutic areas such as oncology, inflammation, and cardiovascular and metabolic disorders, in which the world class academic research resources in the "golden triangle" of Oxford, Cambridge and London would represent a vital component, along with the positive environment for inward investment that the UK Government has created.

Ultimately, establishing the world's largest research-based pharmaceutical company in the UK, together with the commitments made in this letter represent a strong indicator of the incentives that your Government has created to attract successful business to the UK.

We recognise that our approach may create uncertainty for the UK Government and scientific community given the strategic importance of life sciences to the Government's Industrial Strategy and the significance of the transaction.

We would therefore like to assure the Government of our long term commitment to the UK where Pfizer already employs a significant number of colleagues across research, commercial, and administrative roles.

To that end, therefore, subject to successful completion of our combination with AstraZeneca on the basis proposed by us, we will make the following series of significant and tangible commitments:

* Pfizer commits to establishing the combined company's corporate and tax residence in England.

* Pfizer commits to complete the construction of the currently planned AstraZeneca Cambridge campus, creating a substantial R&D innovation hub in Cambridge and the wider scientific community, which will include core research units, laboratory based scientific support lines and European clinical development and regulatory functions.

* Pfizer will base key scientific leadership in the UK who will lead all European and certain global R&D functions based in Cambridge.

* Pfizer commits to integrate the operations of the combined company so as to employ a minimum of 20% of the combined company's total R&D workforce in the UK going forward.

* Pfizer will actively look to locate manufacturing operations of the combined company in the UK, subject to the timing of the UK Patent Box proposals, and will retain substantial commercial manufacturing facilities in Macclesfield.

* Pfizer commits to base the combined company's European business HQ in the UK.

* Pfizer commits to base the combined company's EU Regulatory HQ in the UK.

* Pfizer commits to invite at least two AstraZeneca Board Members to join the Board of the new company.

* Pfizer commits to hold, as appropriate, board meetings in the UK and participate meaningfully in the UK commercial, economic and social community.

Clearly, predictability and stability in the local and global commercial environment, as well as the UK Government's efforts to maintain incentives for investment, are important factors to enable success.

We make these commitments for a minimum of five years, recognising our ability, consistent with our fiduciary duties, to adjust these obligations should circumstances significantly change.

Our board has endorsed these commitments in a formal Pfizer board resolution and will publish a statement describing these promises to the British public.

In reflection of the binding nature of these commitments, we are including this letter in our public announcement issued pursuant to the UK Takeover Code regarding the possible combination.

As mentioned above, we view our partnership with the UK Government as a critical part of this potential transaction. We look forward to continued discussions with you.

Yours sincerely,

Ian C. Read

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