US companies have abandoned $370bn of deals since Barack Obama came into power in 2009, with regulators under his administration blocking an unprecedented number of transactions to protect competition, jobs and the tax base.
Corporate America responded with dismay on Tuesday after the Treasury proposed new rules that torpedoed Pfizer’s takeover of Dublin-based Allergan, valued at $160bn, or $190bn including debt, in an attempt to stop the drugmaker moving its headquarters to Ireland so it could avoid billions of dollars in US taxes.
It was the latest in a series of interventions by branches of the Obama administration, which has thwarted more big-ticket deals than were blocked during the Bill Clinton and George W Bush eras put together, according to a Financial Times analysis of abandoned deals valued at more than $10bn.
In 2014, AbbVie pulled the plug on its $55bn takeover of Ireland-based Shire — another “inversion” that would have enabled it to slash its US tax bill — -following a similar putative rule change by the Treasury.
The administration has also blocked several big telecoms deals in an attempt to protect competition. Comcast withdrew its $71bn takeover of Time Warner Cable last year, after the Department of Justice signalled it would try to stop the deal. AT&T dropped its $39bn bid for T-Mobile US in 2011 after the DoJ sued to block the deal, while Nasdaq’s $11bn attempt to take over the New York Stock Exchange was thwarted by antitrust concerns.
In contrast, the Bush administration blocked just one large deal — the $27bn takeover of Hughes Electronic by EchoStar, the satellite TV group. Two big M&A transactions were torpedoed under Mr Clinton: the $12bn takeover of military supplier Northrop Grumman by its larger rival Lockheed Martin, and MCI WorldCom’s $125bn bid for Sprint, the mobile network.
The current administration’s interventionist posture has provoked anger on Wall Street. One large life sciences investor with holdings in Pfizer, Allergan and AbbVie said the administration was building an “artificial prison for pharmaceutical companies, rather than dealing with the underlying issue” of relatively high taxes for US companies.
However, officials argue that the Obama era has coincided not only with a series of tax inversions but also with an unprecedented level of dealmaking. They believe some sectors are in danger of becoming uncompetitive after decades of consolidation.
Debbie Feinstein, director of the -Federal Trade Commission’s competition bureau, told the FT: “There’s no question that we’re going to be aggressive against conduct or mergers that are going to harm competition or consumers.”
这只是奥巴马政府旗下机构一系列干预的最新一起。英国《金融时报》对价值100亿美元以上的放弃交易进行分析后发现，奥巴马政府封杀的大型交易比比尔?克林顿(Bill Clinton)和乔治·W·布什(George W Bush)时代的总和还要多。
奥巴马政府还阻止了数项大型电信交易以保护竞争。在美国司法部暗示将试图阻止交易之后，康卡斯特(Comcast)去年取消了710亿美元收购时代华纳有线(Time Warner Cable)的交易。在美国司法部提起诉讼以阻止交易之后，美国电报电话公司(AT&T)于2011年放弃了390亿美元收购T-Mobile US的交易，同时纳斯达克(Nasdaq)以110亿美元收购纽约证交所(New York Stock Exchange)的努力也因反垄断担忧而落空。
相比之下，布什政府仅阻止了一项大型交易，即卫星电视集团EchoStar以270亿美元收购Hughes Electronic的交易。克林顿政府阻止了两项大型并购交易，即军品供应商诺思罗普?格鲁曼公司(Northrop Grumman)被其较大的竞争对手洛克希德马丁(Lockheed Martin)以120亿美元收购的交易，以及世界通信公司(MCI WorldCom)以1250亿美元竞购移动网络Sprint的交易。
联邦贸易委员会(Federal Trade Commission，简称FTC)的反垄断局局长戴比?范斯坦(Debbie Feinstein)向英国《金融时报》表示：“我们将打击有损竞争或消费者的行为或并购交易，这是毫无疑问的。”