Are they or aren’t they? That remained the question as the clock ticked down to yesterday's deadline for Pfizer to either "put up or shut up" in its £69bn ($116bn/€85bn) pursuit of the UK’s second-largest pharma company after GlaxoSmithKline.
In the event AstraZeneca’s comms team, led by VP of group corporate affairs Caroline Hempstead and head of global media relations Esra Erkal-Paler, and assisted by RLM Finsbury, is able to look back on a job well done.
That is not to say their counterparts at Pfizer, EVP of corporate affairs Sally Susman and media relations chief Andrew Topen, assisted by Brunswick, have played a particularly bad hand.
Pfizer’s shareholders have been generally onside over its plan to combine with AstraZeneca, which the company claims would bring not only business advantages but cut its tax bill by changing its residence to the UK.
The US company’s main challenges were to make the case to AstraZeneca’s shareholders, bring the AstraZeneca board around to support the deal and negotiate the suspicion about its motives evident in the UK’s political and media scene.
Pfizer and Brunswick's strategy
Pfizer deployed the home-grown expertise of Brunswick, which has the highest fee income of any UK PR agency thanks to its blue-chip client base, and with which it was already working in the US.
Brunswick’s founder and chairman Sir Alan Parker is understood to have been involved in its work on communicating Pfizer’s approach to key players. The agency’s team was led by Justine McIlroy, who heads the agency’s global healthcare team, and Richard Japes, who worked on US food giant Kraft’s acquisition of unwilling UK target Cadbury.
When Pfizer went public with its offer following Astra’s initial rejection, it met with UK politicians in late April, before sending a letter to the Prime Minister, David Cameron.
The letter set out commitments around research work in the UK, such as a plan to base 20 per cent of the combined company’s R&D workforce in the UK, and pledged to engage with the UK’s "commercial, economic and social community".
This was "savvy", says ITV News business editor Joel Hills, but he adds that Pfizer "didn’t seem prepared for the level of hostility it encountered over a deal that divided politicians, shareholders and scientists".
Astra and Finsbury marshall opposition
The speed with which AstraZeneca came out fighting, making Pfizer "look rather plodding by comparison", was highlighted by financial PR specialist Neil Bennett, chief executive of Maitland.
AstraZeneca was helped by having RLM Finsbury as its incumbent since 2011, when it parted ways with, ironically, Finsbury’s arch-rival Brunswick.
Finsbury’s well-connected founder Roland Rudd and partners Conor McClafferty and James Bradley have been involved, along with the agency’s US office, in both financial and public affairs comms.
AstraZeneca, enjoying the backing of MPs and scientists keen to protect UK business and the country’s research base, was able to play up concerns about a US takeover and Pfizer’s track record of cutting jobs after acquisitions.
There was also support from shadow business secretary Chuka Umunna, who sought to embarrass the Tory-led coalition as "cheerleaders" for Pfizer rather than defenders of the national interest.
One national newspaper business news reporter who has followed the story points to phone calls by Rudd to key figures such as Umunna and the head of the civil service Sir Jeremy Heywood.
Speaking anonymously, the journalist said: "This has gone quite far up the food chain and both sides have been more aggressive than would normally be the case in a takeover bid."
How the men at the top performed
Into this atmosphere walked the chief executives, Pfizer’s Ian Read and AstraZeneca’s Pascal Soriot, when they appeared before two separate parliamentary select committees on business and science in mid-May.
Read’s willingness to act as spokesman for Pfizer came as a contrast to the bad press that Kraft’s chief executive Irene Rosenfeld got in the UK during its hostile approach for Cadbury when she declined to appear in front of MPs.
"Appearing before the select committees was a sensible and clever move and Pfizer came out stronger," comments ITV’s Hills. "They stuck to their guns and emerged still standing."
"Astra’s performance was less successful. Soriot looked weary and the argument he pursued about drugs being delayed and the possibility that people could die as a result he later had to retract."
"Soriot’s argument was unusually emotive," agrees the national newspaper journalist. "It would be interesting to know whether he had any guidance about saying that."
The will of the shareholders
Having negotiated the first part of the political obstacle course, Pfizer turned its attention back to its target’s board with a raised fourth but "final" offer last weekend.
Still no dice, said the AstraZeneca leadership, claiming the £69bn offer undervalued the company and its "attractive prospects" and presented "significant risks for shareholders".
Erkal-Paler, the head of global media, says: "The company has gone through a fair amount of transition and change. This is now coming to an end and we've reached the right size, shape and scale. Our approach has been to reinforce that message."
The company chose to reveal details of its long-term plan for the business, which had not been provided externally before, in an attempt to back up its confidence in its strategy.
Yet with several of its shareholders having since publicly stated their disappointment at the board’s stance and unwillingness to engage with Pfizer, the company cannot be complacent.
"The deal could be dead in the water, but you can't really say it's all over," according to Hills. "At the end of the day it's the will of the shareholders and it's clear that some shareholders want the deal to be done."
Pfizer cannot make another offer for six months, but that won’t necessarily mean a quiet life for AstraZeneca’s comms team.
The company might truly believe its future as an independent is bright, but it will be talking to a shareholder base that will be judging it against the price it could have fetched.
It can also expect a fair amount of background carping from its spurned suitor, judging by a comment from one person close to Pfizer in the press last week: "That £55 [per share] price tag is going to be like a millstone round their necks."
This article was orginally published on 24 May, ahead of the offer deadline, and subsequently amended on 27 May.