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Blogs - The M&A Perspective

Inversion Transactions - Destination Switzerland or "Game over"?

02.10.2014 – A growing number of US domiciled corporate groups have been involved in M&A transactions which include a migration to a foreign jurisdiction, a so-called "corporate inversion". Given a relatively high corporate tax rate in the US and the taxation of foreign earnings when repatriated, the possibility for a newly established group to settle in a more tax beneficial environment is without doubt one of the main drivers behind such transactions. Recent deals included in particular medical and pharmaceutical companies moving their headquarters to Ireland or the UK, e.g. the acquisitions of Forest Laboratories (US) by Actavis (Ireland) and Covidien (Ireland) by Medtronic (US). Pfizer's (US) unsuccessful bid for AstraZeneca (UK) also would have included inversion.

It is not really surprising that with a relatively moderate tax rate, a well-engineered network of double taxation treaties and other advantages of location Switzerland ranks high on the list of destinations for inversion transactions. For instance, the media reported that Monsanto, the world's largest seed company domiciled in the US, held preliminary talks on a merger with its Swiss based competitor Syngenta. Allegedly, the transaction would have involved a relocation of the new group's headquarters to Switzerland for tax reasons. Although the rumors have not been confirmed, it is apparent that Swiss-domiciled corporate groups are attractive targets for inversion transactions. However, the topic has (again) become a public policy issue in the US, with policy makers labeling inversion as an unpatriotic tax-reduction maneuver. The latest development is the announcement of the US Treasury Department to consider administrative action to curb inversion transactions. The future will tell whether we will soon see the first inversion to Switzerland or whether the US Treasury Department and US policymakers will end up the "spoilsports".