AstraZeneca (Pfizer Bid)

Chuka Umunna Excerpts

Tuesday 6th May 2014 Commons Chamber

[Vince Cable]

I congratulate my colleague, who is representing Cambridge very effectively on this issue, as indeed is the Leader of the House of Commons, my right hon. Friend the Member for South Cambridgeshire (Mr Lansley). I recognise my hon. Friend’s expertise and his pioneering work on cancer drugs in the life sciences industry. I will deal specifically with the Cambridge question because it has obviously been at the centre of the discussion.

It may be useful to read the relevant sentence from the open letter that Pfizer sent to the Prime Minister, bearing in mind that this is a proposal and has not been agreed with the Government—we have not accepted the terms of the letter. The issue of binding obligations remains to be addressed. The letter states:

“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.”

My hon. Friend is concerned about decision making, not just research, and the letter continued:

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

We have had similar conversations with AstraZeneca to ensure that it is similarly committed.

On my hon. Friend’s wider concerns, he made a perfectly valid point about the United States tax regime. Of course, we have no certainty about how the US would respond, which is why I stressed in my introduction that we must view the issue from the point of view of industry strategy rather than tax. Having said that, the fact that Britain has a competitive and attractive tax environment is a positive good, and we should celebrate that.

My hon. Friend mentioned three anti-trust jurisdictions, but there are almost certainly others. This proposal involves two big, complex international companies and a variety of jurisdictions will have to assess it.

On the relative merits of the two companies, I do not propose to treat this as a beauty parade, but it is fair to say that there have been very substantial redundancies from both companies in recent years, of roughly the same order of magnitude. On the positive side, they are very considerable investors and collaborators.

On the NHS points, I have established from the Health Secretary that there are no urgent life-threatening issues in relation to drugs. On competition, there is potentially an issue for the new Competition and Markets Authority and the European competition authorities, and that is where plurality would need to be addressed.

[Mr Chuka Umunna (Streatham) (Lab)]

Let us be clear: the issue is not whether this prospective takeover is a foreign one but whether the transaction will be good for jobs and growth in the UK; will protect Britain’s knowledge, research and skills base; and represents a long-term investment in the UK. With that in mind, may I ask the Secretary of State four questions?

First, Pfizer has said that it is committed to making a long-term investment in the UK through this purchase. Similar assurances were given to other companies acquired by Pfizer in the US and Sweden, yet subsequently research facilities were shut down and thousands of high-skilled jobs lost. Why should we believe that the same fate will not befall AstraZeneca?

Secondly, Pfizer says it is committed to investing in R and D, but John LaMattina, who served for over 30 years as Pfizer’s president of global R and D, is clear: this transaction will lead to “dramatic cuts” in R and D. Surely this supports the case for the immediate independent assessment of the deal that the Leader of the Opposition has called for.

Thirdly, the main rationale for this transaction appears to be tax. Sir David Barnes, former chief executive officer of AstraZeneca, wrote to us both—the Secretary of State and me—last night. He said that while companies should manage their tax affairs efficiently, the use of tax inversion proposed by Pfizer is a

“narrow basis on which to build an enduring and constructive business partnership.”

What guarantees has the Secretary of State received that if the tax position changes in the US, investment here will not be withdrawn?

Fourthly, the Secretary of State said that the Government have a neutral view. Why, then, on Friday, just hours after the AstraZeneca board rejected Pfizer’s advances for a third time, was he going round saying that Pfizer’s commitments were “welcome and encouraging”? Why was the Conservative party chairman talking of the deal being a

“great Anglo-American tie-up”?

The fact is that over the past week the Government have compromised the AstraZeneca board, leading the chairman to urge the Prime Minister to adopt a neutral position.

The bottom line is this: the assurances the Government have extracted from Pfizer are simply not worth the paper they are written on, are they? If I am wrong, why, less than three days after giving them, did Pfizer’s CEO say yesterday that following the completion of the AstraZeneca takeover, the company could be split into three parts, all of which could subsequently be flogged off?

[Vince Cable]

I have already dealt with some of the hon. Gentleman’s points, particularly in relation to the tax regime.

Specifically on neutrality, I made it very clear in any comments I made to the media that of course, as a result of conversations that we had with both companies, assurances given in writing were welcome. It would have been absurd to reject them; of course they were welcome. However, I also made it very clear that we needed to study the small print and that there was an issue about how these obligations were made binding. Of course, those issues now need very clearly to be addressed.

I am perfectly happy to take advice and lectures from anybody about how to handle this very difficult and sensitive issue, but the one example that we have in front of us of what to avoid is what happened in the Kraft-Cadbury merger. First, the then Government made no attempt at neutrality and said from the outset that there was going to be huge opposition to the takeover. Secondly, they failed to stop it, having said they were going to do so, and they sought no assurances of any kind, in writing or verbal; indeed, my predecessor has acknowledged that. We are trying to learn from their experiences.

We have taken up a position of neutrality. We acknowledge that there are very serious legal constraints, but I am keeping all options open on that front. We are seeking to locate this whole debate within our industrial future rather than in terms of tax advantage, and I made that very clear in my introduction.