美國製藥廠相繼收購海外同業 力拼減輕稅務負擔 文／黃齊元（台灣併購與私募股權協會理事長）-2014-07-21美國製藥廠為了減輕稅務負擔，相繼收購海外同業。邁蘭藥廠（Mylan）周一宣布收購亞培藥廠（Abbott Laboratories）的海外品牌學名藥業務，艾伯維（Abbvie）也即將與英國同業希爾（Shire）達成收購協商，金額接近540億美元。美國製藥業常用「稅負倒置」（tax inversion）手法，藉由海外購併交易將公司移至國外低稅率地區，以減輕稅務負擔。艾伯維擬出價逾310億英鎊（約536.2億美元）收購希爾，可望寫下美國企業尋求「稅負倒置」金額最高的收購交易之一，同時角逐年度最大收購案。若希爾同意出嫁，艾伯維打算將公司移至英國，享受較低的稅率。此外，亞培同意將已開發市場的品牌學名藥業務出售予同業邁蘭，亞培將獲得價值53億美元的股票，雙方預計在2015年第1季完成收購事宜。邁蘭將在荷蘭成立新的上市公司，但總部仍設在美國匹茲堡，新公司將包含邁蘭現有業務，以及亞培已開發市場的品牌學名藥業務。亞培將獲得新公司約21％的股權，或1.05億股，不過亞培並不打算當長期股東。這筆全股票交易除了讓邁蘭享受較低的企業稅，還可協助邁蘭拓展美國市場以外的業務。新公司名稱將為邁蘭（Mylan N.V.），股票仍將以現行的代碼MYL繼續在那斯達克交易，邁蘭目前的管理團隊將領導新公司。亞培本次出售的業務包括在歐洲、日本、加拿大、澳洲和紐西蘭販售的學名藥和特殊學名藥，2013年的銷售額約為20億美元。亞培將保留在新興市場的品牌學名藥業務和產品，以及已開發市場的其他業務和藥品。亞培董事長暨執行長懷特（Miles D. White）指出，本交易亦能為公司帶來額外的策略彈性，公司日後的品牌學名藥業務將專注於新興市場。
我們的看法:第一、全球醫藥產業正以前所未有的速度進行整合，並且許多是跨洲案件。第二、美國製造業因為有＂tax inversion＂法規，可以透過海外M&A將公司移到國外低稅率地區，引起一連串美國大藥廠的海外併購行動。第三、台灣的生技股發光發熱，與其讓本土不肖的炒家以生技為炒作題材，吸引無知大眾的資金，不如鼓勵世界一流的大藥廠到台灣來設點，併購或合資，將可以將台灣生技產業推高到一個新的境界和層次。
Effect of new inversion rules on Mylan's deal with Abbott unclear September 24, 2014 12:00 AM Jeff Swensen Inversion loophole puts U.S. tax policy in a jackpot By Patricia Sabatini / Pittsburgh Post-Gazette Generic drug giant Mylan Inc. remained mum Tuesday about how the U.S. Treasury Department's new rules might affect the Cecil company's plans to reincorporate in the Netherlands to lower its tax bill, as experts offered different opinions on whether the pending transaction was in jeopardy. The Obama administration this week announced new rules aimed at curbing so-called corporate inversions under which U.S. companies move their designated headquarters to tax-friendlier countries without actually moving their operations. The increasingly popular maneuver, which firms typically accomplish through the takeover of a smaller foreign company, has raised the ire of the president and some lawmakers, who view it as a tax dodge costing the federal government billions in revenue. On Monday, Treasury Secretary Jacob Lew unveiled measures that would make some inversions more difficult and less profitable. The changes do not apply to inversions that have been completed."For some companies considering mergers, today's action will mean that inversions no longer make economic sense," Mr. Lew said. Robert Willens, an independent tax adviser in New York City, didn't think Mylan's deal would be affected by the changes."I think it's full speed ahead" for the transaction, he said. In July, Mylan announced that it was acquiring a major chunk of Chicago-based Abbott Laboratories' generic business outside the U.S. in an all-stock transaction that would use the acquired assets to form a new parent company called Mylan NV, based in the Netherlands. The deal is slated to close early next year. Although some experts previously have referred to Mylan's transaction as a "spinversion," which Treasury's new rules appeared to block, Mr. Willens said technically speaking it wasn't one."The Mylan transaction is not a spinversion … as that term is being described," he said in an email."We draw investors' attention to the 'spinversion' item addressed in the newly announced rules, which will likely preclude Mylan's ability to consummate its proposed transaction … in our view," she wrote in a note to clients that was reported by The Wall Street Journal's MarketWatch blog. The spinversion issue aside, Mr. Willens said key portions of the new inversion rules that target specific tax-lowering strategies aren't as important for Mylan as they are for other companies."The Mylan deal is primarily about reducing the worldwide effective tax rate, rather than repatriating previously accumulated foreign earnings without U.S. tax cost," he said. Mylan did not respond to requests for comment Tuesday and, as of press time, had not issued a public response to the new inversion rules. Mr. Lew said more action was needed to stop inversions, and reiterated the administration's call to Congress to pass specific anti-inversion legislation."These first targeted steps make substantial progress in constraining the creative techniques used to avoid U.S. taxes," he said. "While comprehensive business tax reform … is the best way to address the recent surge of inversions, we cannot wait to address this problem." Mylan's shares closed Tuesday at $46.61, up 8 cents, or 0.17 percent.
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