By Mark Kleinman, City Editor
The businessman who oversaw the sale of Cadbury in 2010 has warned against formal state intervention in the £63bn takeover bid for AstraZeneca, the British pharmaceuticals giant.
Speaking to Sky News, Sir Roger Carr, who chaired Cadbury for three years before its acquisition by Kraft Foods, said it was primarily the duty of AstraZeneca's executives and shareholders to decide on the fate of the bid.
And he said that ministers should only intervene in takeover situations where there was a clear case to do so based on the UK's national interest.
"In any takeover bid it is the duty of management to fight for stakeholders and value, and the responsibility of shareholders to judge when value has been achieved.
"It is not a place for government intervention unless truly in the nation's interest."
Sir Roger declined to comment specifically on the Pfizer bid for AstraZeneca or on whether preserving jobs in the UK's life sciences sector was sufficiently a matter of national interest for the Government to intervene.
His remarks came as AstraZeneca rebuffed the £50-a-share proposal tabled by its US rival, saying that it "substantially undervalued" the British company.
"The large proportion of the consideration payable in Pfizer shares and the tax-driven inversion structure remain unchanged. Accordingly, the Board has rejected the Proposal," it said in a statement.
Leif Johansson, AstraZeneca's chairman, said that a combination with Pfizer would "dilute AstraZeneca shareholders' exposure to our unique pipeline and would create risks around its delivery."
Sir Roger's intervention in the debate about a prospective sale of AstraZeneca comes four years after Cadbury was bought by Kraft in a deal which exposed political tensions about the rules governing hostile and foreign takeovers.
Promises made by Kraft on British jobs and manufacturing were subsequently reneged upon by the US food manufacturer.
The City's Takeover Code was revised in the wake of the deal to make it more difficult for bidders to force target companies into public 'bear-hugs' for protracted periods of time.
Those bidding for listed companies now have 28 days from the beginning of an offer period to make a firm takeover proposal.
Chuka Umunna, the shadow business secretary, told Sky News on Friday that he would be "amenable" to reforming the Code to provide greater emphasis on "long-term decision-making".
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