Takeda to Acquire Nycomed
By Takeda Pharmaceutical Company Limited, PRNEWednesday, May 18, 2011
Transaction will Transform Takeda's Global Business
OSAKA, Japan, and ZURICH, May 19, 2011 - Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) and Nycomed
A/S ("Nycomed") jointly announced today that Takeda has reached an agreement
with the shareholders of Nycomed in which Takeda will acquire the
Zurich-headquartered company for 9.6 billion Euro on a cash-free, debt-free
basis. The boards of directors of each company unanimously approved the
transaction which is expected to be completed within 90 to 120 days, making
it a wholly owned subsidiary of Takeda, subject to antitrust clearance. The
purchase would exclude Nycomed's U.S. dermatology business.
The sellers are comprised of a consortium of private equity funds led by
Nordic Capital Funds V and VI ("Nordic Capital"), including, DLJ Merchant
Banking Partners (a Credit Suisse affiliate), Coller International Partners
IV and V, and Avista Capital Partners.
This transformational transaction is a strategic fit with Takeda's
sustainable growth strategy as it was outlined in its 2011-2013 Mid-Range
Plan. Takeda has its strong presence in the Japanese and U.S. markets, while
Nycomed has a significant business infrastructure in Europe and high-growth
emerging markets that will enhance Takeda's regulatory development expertise
and commercialization capability. The acquisition includes the roflumilast
franchise (Daxas(R); trade name in Europe), a first-in-class treatment for
chronic obstructive pulmonary disease (COPD), which is expected to be a major
source of revenue growth for Takeda. In addition, the acquisition will bring
Takeda an immediate and stable increase in cash flow with Nycomed's more than
2.8 billion Euro in annual revenue, excluding the U.S. Dermatology business.
"Takeda is committed to transforming our organization through the
acquisition of Nycomed. Nycomed enables Takeda to maximize the value of our
portfolio and gives us an immediate strong presence in the high-growth
emerging markets while doubling Takeda's European sales," said Yasuchika
Hasegawa, President & CEO of Takeda. "Nycomed's strength in a geographically
wide range of markets and its diverse talent base will be a strong driver to
helping us realize our important mission of striving toward better health for
patients worldwide through leading innovation in medicine."
Nycomed, headquartered in Zurich, Switzerland, is a privately-owned
pharmaceutical company with strong presence in Europe and emerging markets.
Nycomed's diversified product portfolio includes both established
prescription pharmaceutical products as a primary revenue driver, and over
the counter (OTC) products. It has a strong European commercial network and
is aggressively growing in emerging markets which account for more than 50
percent of global pharmaceutical growth. Its key success factors include the
utilization of its broad product range and the application of
commercialization and development strategies that fit with the market
environment and medical needs in each individual country and region.
"The combination of Takeda's successful track record of innovation with
Nycomed's efficient commercialization and manufacturing infrastructure will
create a global player with a phenomenal ability to bring medicines to
patients and healthcare providers around the world," said Hakan Bjorklund,
Chief Executive Officer of Nycomed.
Through the addition of Nycomed's remarkable entrepreneurial corporate
culture to Takeda's corporate culture, nurtured for more than two centuries,
Takeda is aiming to become a truly global pharmaceutical company with a
diversified talent base capable of conducting global business effectively.
Since being acquired by Nordic Capital along with co-investors in 2005,
Nycomed has followed an aggressive growth strategy that has propelled the
company to an international player with a broad and strong market presence.
"The investment in Nycomed has outperformed even the highest
expectations. We are proud to have contributed to Nycomed's development into
a world-class pharmaceutical company with a strong market position and
product pipeline. I feel confident that Takeda will be able to further build
upon Nycomed's potential and create an even stronger company with a global
market presence," said Kristoffer Melinder, Managing Partner of NC Advisory
AB, advisor to the Nordic Capital funds.
1. Expected benefits
- Strong fit with Takeda's sustainable growth strategy
- Strengthens pan-European platform
- Leverages Nycomed's emerging markets strength to drive growth
- Allows Takeda to maximize the value of its portfolio
supported by enhanced development expertise and
commercialization capability in Europe and emerging markets
- Provides a significant growth driver with roflumilast
(Daxas(R) tradename in Europe)
- Immediate financial contribution(*)
- More than 30% increase of annual revenue
- More than 40% increase of operating income (excluding special
factors derived from business acquisition)
- More than 30% increase of EPS (excluding special factors
derived from business acquisition)
(*) Comparison with the original outlook of fiscal 2013 in 2011-2013
Mid-Range Plan, announced on May 11, 2011
- Complementary cultures and diverse talent pool
2. Acquisition summary
(1) Acquiring company: Takeda Pharmaceutical Company Limited
(2) Shareholders of Nycomed include Nordic Capital Funds V and
VI, DLJ Merchant Banking Partners (a Credit Suisse affiliate),
CollerInternational Partners IV and V, and Avista Capital
Partners, Nycomed's management and employees team
(3) Number of outstanding shares: 13,778,110 shares (as of
December 31, 2010)
(4) Payment: Cash (Takeda will finance part of the transaction
through a loan for about 600 to 700 billion yen)
(5) Acquisition amount: 9.6 billion Euro inclusive of the
Nycomed's net debt
(Fairness opinions from both Deutsche Securities Inc. and
Nomura Securities Co., Ltd. have been obtained.)
(6) Planned date of completion: End of September 2011
Note: Shares of Nycomed US Inc., which focuses on specialty
pharmaceuticals in dermatology, are excluded from the share
purchase agreement.
3. About Nycomed
(1) Corporate name: Nycomed A/S
(2) Headquarters: Zurich, Switzerland
(3) Representative: Hakan Bjorklund (CEO)
(4) Established: 2005 (Operation started in 1874)
(5) Capital stock: 98,836 Euro
(6) Shares: non-listed ordinary shares
(7) Fiscal year: End of December
(8) No. of employees: approximately 12,500 (including Nycomed
US)
(9) Relationship with Takeda: no matters to report regarding
capital, personal and transactional relationship with Takeda
(10) Financial performance of the Nycomed Group for the recent
two years including Nycomed U.S. (unit: million Euro)
Fiscal year Fiscal year
2010 2009
Net turnover 3,170.6 3,228.0
Gross profit Margin 2,181.7 2,332.7
Operating profit -44.2 288.0
Net profit -229.1 232.7
EBITDA after
adjustment(*) 850.5 1,074.6
Total assets 7,477 7,886
------------ ----- -----
Net assets 1,491 1,539
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(*) After adjustment of the difference such as those derived from
evaluation of inventories in accordance with "Accounting Standard for
Business Combinations"
EBITDA: earnings before interest, taxes, depreciation, and
amortization
Takeda will announce the financial impact which this transaction will
have on its consolidated financial statements of its fiscal year 2011
together with the revised financial outlook of the year.
Takeda Media and Investor Contacts:
For Japanese Media and Global IR Inquiries:
Seizo Masuda
E-mail: masuda_seizo@takeda.co.jp
Ph: +81-3-3278-2037
For U.S. Media Inquiries:
Elissa Johnsen
E-mail: ejohnsen@tpna.com
Ph: +1-224-554-3185
For European Media Inquiries:
Rebekah Childers
E-mail: R.Childers@tgrd.com
Ph: +44-20-3116-8037
Nycomed Media and Investor Contacts:
For media inquiries:
General phone:
+41-44-555-15-10
Tobias Cottmann
E-mail: tobias.cottmann@nycomed.com
Ph: +41-44-555-15-01
Investors:
Christian Seidelin
christian.seidelin@nycomed.com
Ph: +41-44-555-11-04,
Seller consortium Media and Investor Contacts:
Nordic Capital Fund V, Nordic Capital Fund VI
Mikael Widell
E-mail: mikael.widell@nordiccapital.com
Ph: +46-703-11-99-60
DLJ Merchant Banking Partners
Suzanne Fleming
E-Mail: suzanne.fleming@credit-suisse.com
Ph: +1-212-325-7396
Coller International Partners Capital
Axel Hansing
Axel.hansing@collercapital.com
Tel: +44-7971-224-706
Avista Capital Partners
Melissa Sheer
Jeff Taufield
+1-212-521-4800
Conference Call and Webcast Information
Takeda will host an investors conference call in English at 10:00 p.m.
JST (9:00 a.m. EDT) to discuss the transaction.
[Start Time / Dial-in / Pass code]
To avoid heavy traffic on telephone lines, please dial in before
10:00 p.m.
After the presentation, you can take part in the Q&A session, please
agree that this presentation and Q&A session will be broadcasted on
the internet.
Date Thursday May 19, 2011 (JST) at 10:00 p.m.
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Start
Time New York (EST) 9:00 am (May 19)
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London (GMT) 2:00 pm (May 19)
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Hong Kong (HKT) 9:00 pm (May 19)
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Singapore (SST) 9:00 pm (May 19)
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Tokyo (JST) 10:00 pm (May 19)
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Approx. Duration 60 Minutes
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Toll- free
Dial-in Australia 1-800-035-017
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Belgium 0800-71662
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Canada 1-877-855-5648
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France 080-090-4503
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Germany 0800-1802125
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Hong Kong 800-933-206
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Japan 0120-917-642
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Singapore 800-101-1716
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U.K. 0800-404-9212
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U.S.A 1-877-887-6076
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Direct Dial- in Japan : +81-3-4570-1820
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Pass code 421299#
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You can also listen to the conference call via internet as following URL.
(Listen only)
www.takeda.com/investor-information/presentations-events/index_2576.html
The conference call recording of event will be available on Takeda's
website at www.takeda.com within several days.
About Takeda
Located in Osaka, Japan, Takeda is a research-based global company with
its main focus on pharmaceuticals. As the largest pharmaceutical company in
Japan and one of the global leaders of the industry, Takeda is committed to
strive towards better health for patients worldwide through leading
innovation in medicine. Additional information about Takeda is available
through its corporate website, www.Takeda.com.
About Nycomed
Nycomed is a privately owned global pharmaceutical company with a
diversified portfolio focused on branded medicines in gastroenterology,
respiratory and inflammatory diseases, pain, osteoporosis and tissue
management. A range of OTC products completes the portfolio. Its R&D is
structured around collaborations. In-licensing and expanding in emerging
markets are cornerstones of the company's growth strategy. Nycomed employs
12,500 associates worldwide, and its products are sold in more than 100
countries. It has strong platforms in Europe and in fast-growing markets such
as Russia/CIS, Latin America, Asia and the Middle East. In the US and Japan
its products are available through best in class partners. Headquartered in
Zurich, Switzerland, the company generated total sales of euro 3.2 billion in
2010 and an adjusted EBITDA of EUR851 million. Additional information about
Nycomed is available through its corporate website, www.nycomed.com.
About Nordic Capital Private Equity Funds
Since the start in 1989, Nordic Capital Private Equity Funds have
invested in large and medium sized companies, primarily in Northern Europe.
Through committed ownership and by targeting strategic development and
operational improvements, Nordic Capital creates value in its investments.
The funds invest in companies in Northern Europe and in selected investment
opportunities internationally. They are based in Jersey, Channel Islands, and
are advised by the NC Advisory companies in Sweden, Denmark, Finland, Norway,
Germany and the UK. Additional information about Nordic Capital is available
through its corporate website, www.nordiccapital.com
About Credit Suisse AG
DLJ Merchant Banking Partners is an affiliate of Credit Suisse. Credit
Suisse AG is one of the world's leading financial services providers and is
part of the Credit Suisse group of companies (referred to here as 'Credit
Suisse'). As an integrated bank, Credit Suisse offers clients its combined
expertise in the areas of private banking, investment banking and asset
management. Credit Suisse provides advisory services, comprehensive solutions
and innovative products to companies, institutional clients and
high-net-worth private clients globally, as well as to retail clients in
Switzerland. Credit Suisse is headquartered in Zurich and operates in over 50
countries worldwide. The group employs approximately 50,100 people. The
registered shares (CSGN) of Credit Suisse's parent company, Credit Suisse
Group AG, are listed in Switzerland and, in the form of American Depositary
Shares (CS), in New York. Further information about Credit Suisse can be
found at www.credit-suisse.com.
About Avista Capital Partners
Avista Capital Partners is a leading private equity firm managing
approximately $4 billion of committed capital with offices in New York,
Houston, and London. Founded in 2005, Avista's strategy is to make
controlling or influential minority investments in growth-oriented energy,
healthcare, media, industrial and consumer businesses. Through its team of
seasoned investment professionals and industry experts, Avista seeks to
partner with exceptional management teams to invest in and add value to
well-positioned businesses. For more information visit:
www.avistacap.com.
About Coller International Partners Capital
Coller Capital - the global leader in Private Equity Secondaries - has
invested in Nycomed through its funds Coller International Partners IV and V.
Advisors
Deutsche Bank is acting as financial advisor to Takeda in this
acquisition. Goldman Sachs and Credit Suisse acted as financial advisors to
Nycomed.
Takeda's Forward-looking statements
This press release contains forward-looking statements regarding Takeda's
plans, outlook, strategies, and results for the future. All forward-looking
statements are based on judgments derived from the information available to
Takeda at this time. Forward looking statements can sometimes be identified
by the use of forward-looking words such as "may," "believe," "will,"
"expect," "project," "estimate," "should," "anticipate," "plan," "continue,"
"seek," "pro forma," "potential," "target, " "forecast," or "intend" or other
similar words or expressions of the negative thereof.
Certain risks and uncertainties could cause Takeda's actual results to
differ materially from any forward looking statements contained in this press
release. These risks and uncertainties include, but are not limited to, (1)
the economic circumstances surrounding the Takeda's business, including
general economic conditions in the US and worldwide; (2) competitive
pressures; (3) applicable laws and regulations; (4) the success or failure of
product development programs; (5) decisions of regulatory authorities and the
timing thereof; (6) changes in exchange rates; (7) claims or concerns
regarding the safety or efficacy of marketed products or product candidates;
and (8) integration activities with acquired companies.
We assume no obligation to update or revise any forward-looking
statements or other information contained in this press release, whether as a
result of new information, future events, or otherwise.
.
Tags: And Zurich, Japan, May 19, Osaka, Switzerland, Takeda Pharmaceutical Company Limited
