בהודעת עתונות שנשלחה אלינו ע”י חברת נוברטיס הבינ”ל, מדווחת החברה על כך שרכשה 2 חברות גנריות (הקסל – רכישה מלאה, ואאון – 66% מהחברה) ובכך הפכה להיות החברה המובילה בעולם בגנריקה.
בהודעתה מסבירה נוברטיס שהרכישה הזו מחזקת את כוחה של נוברטיס בשוק הגנרי הבינ”ל בעיקר בארה”ב וגרמניה, מרחיבה משמעותית את מגוון המוצרים הקיימים וגם את אלה שנמצאים בפיתוח. כמו כן מדגישה נוברטיס את היכולות של חברות אלה להגיע ראשונים לשוק עם תחליפים גנריים, ולהוות מנהיגות בתחום הביוגנרי.
היקף הרכישה של שתי החברות מסתכם ב-5.65 מיליארד יורו, אך החברה מאמינה שהמיזוג צפוי להביא לחיסכון שנתי של כ-200 מיל’ $.
לפניכם הודעת נוברטיס המקורית במלואה:
EDIA RELEASE • COMMUNIQUE AUX MEDIAS • MEDIENMITTEILUNG
Novartis to acquire Hexal AG and Eon Labs, creating the world leader
Basel, February 21, 2005 Novartis announced today the strategic acquisition of two leading
generic drug companies that will be integrated into its Sandoz division, creating the world
leader in the generic drug industry.
Definitive agreements have been signed to acquire 100% of Hexal AG, the privately-held
No. 2 generics company in Germany with a strong European presence, and a 67.7% stake
(65.4% fully diluted) in Eon Labs, Inc. (NASDAQ: ELAB), a fast-growing US generics
company that has a strategic partnership with Hexal AG, for a total of EUR 5.65 billion in
cash. In addition, pursuant to a merger agreement unanimously approved by the Eon Board
of Directors and the Special Committee of independent directors of the Eon Board, Novartis
will launch a tender offer to acquire the remaining 31.9 million fully diluted shares (34.6%)
in Eon Labs for USD 31.00 per share.
The acquisitions bring together three premier generics companies that combine Sandozs
global geographic presence and expertise in anti-infectives, Hexals leadership in Germany
and strong track record of successful product development, and Eon Labs strong position in
the US for difficult-to-make generics.
Sandoz, after the closing of these transactions, will be the global leader in generics with
combined pro forma 2004 sales of USD 5.1 billion, a portfolio of over 600 active ingredients
in more than 5,000 dosage forms and more than 20,000 employees.
Annual cost synergies totaling USD 200 million are anticipated within three years after
closing, with 50% in the first 18 months. Synergies will be driven mainly by savings in
production, especially in sourcing, lower processing costs and reduced Cost of Goods Sold
(COGS) through vertical integration; Marketing & Sales through consolidation of back-office
operations and distribution; Development through the streamlining of the project portfolio
and less need for in-licensed products; and General & Administrative expenses due to the
consolidation of administration and management structures. The strong growth outlook for
Sandoz, which will create jobs, is expected to partially compensate for necessary reductions
in the workforce.
Generic drugs are crucial to meeting the health-care needs of patients in industrialized and
developing countries as cost pressures continue to mount due to the ever-increasing demand
of an aging population. As such, generic medicines are a critical complement to innovative
medicines, freeing up resources and also providing an indirect stimulus to continued
innovation. The acquisitions of Hexal AG and Eon Labs will significantly strengthen our
geographic presence and product portfolio, our development and registration capabilities,
and increase our scale to rapidly bring a broad array of generic products to patients. These
acquisitions expand our medicine-based business portfolio, providing synergies with our
branded medicines in dealing with large purchasers and in manufacturing. They underscore
our commitment to being the industry leader in offering innovative prescription medicines,
high-quality generics and self-medication products, said Dr. Daniel Vasella, Chairman and
CEO of Novartis.
Dr. Andreas Rummelt, CEO of Sandoz, commented, The combination of Sandoz with
Hexal and Eon Labs offers an outstanding opportunity to capitalize on the unique strengths
of each company. Together, we will create a highly competitive leader with a comprehensive
global presence and the expertise necessary for success in the rapidly changing generics
market.
Combination creates a fast-growing world leader in generics
The enlarged company will provide considerable scale and breadth. The new company will be
No. 1 or No. 2 in major markets, particularly in the US and Germany, and will have a strong
foothold in Asia (India, China and Japan) as well as Latin America.
Hexal is one of the fastest-growing European generics companies and provides a leading
position in Germany, the second-largest generics market in the world. The acquisition will
propel Sandoz into a leading position in most other European markets. In the past three
years, Hexal has launched 121 products, including highly successful versions of the
cholesterol-lowering drug simvastatin (Zocor®), and is preparing to launch the pain
treatment fentanyl (Duragesic®) based on its proprietary transdermal patch drug-delivery
technology.
In the US, the worlds largest generics market, Novartis is acquiring control of Eon Labs, one
of the fastest-growing generic pharmaceutical companies. Over the past three years alone,
Eon Labs has produced 15 first-to-market launches and has positioned itself as the market
share leader for nearly half of the products in its portfolio, which includes 67 molecules in
147 dosage strengths. Eon Labs currently has 27 ANDAs (Abbreviated New Drug
Applications) pending before the US Food and Drug Administration (FDA) covering
approximately USD 14.3 billion in annual branded prescription drug sales.
The combined pipeline covers nearly all of the major molecules predicted to lose patent
protection during the next few years, representing an estimated USD 69 billion in US product
sales between 2005 and 2009. In addition, Sandoz will have strong development and
regulatory capabilities with high productivity and a goal of delivering more than 100
registration files annually. The larger scale will further increase penetration of the physician
and pharmacist markets, which is particularly important as the new company plans 70
launches in the US and Germany alone in 2005.
Through this acquisition, Sandoz will also significantly strengthen its technology base,
particularly in the application of transdermal patches, inhalation products, sustained-release
implants and multi-particulate drug delivery dosage forms. Sandoz will also expand its strong
capabilities in biopharmaceuticals. In addition, Sandoz will reinforce its vertical integration in
active pharmaceutical ingredient manufacturing, which is often critical to gaining first-tomarket
status and offering high-quality generics products at a competitive price.
This agreement with Novartis has been reached to secure the future of Hexal and its
employees. We have reviewed all options in the interests of the employees and the family an
initial public offering (IPO), merger or sale. We decided that this option not only allows for
what we have created to continue, but more importantly to keep developing with the
capabilities and resources of an industry-leading company. This merger provides the best
possible fit in the industry in terms of product, geography, technology and employee skills
that will form the basis for the most competitive generics company. The combined company
will be well-positioned for dynamic growth, said Dr. Thomas Strüngmann, a co-founder
and co-CEO of Hexal AG along with his twin brother, Dr. Andreas Strüngmann.
Terms of the transactions with Hexal AG and Eon Labs
Novartis will undertake a series of transactions to acquire Hexal AG and control of Eon
Labs, which will be funded by Group cash reserves:
• Two separate definitive agreements to pay a total of EUR 5.65 billion in cash to
acquire 100% of privately-held Hexal AG, which was founded in 1986 by the
Strüngmanns and is wholly owned by the brothers and their families, and to
acquire 60 million shares of Eon Labs (67.7% of Eon Labss share capital and
65.4% on a fully-diluted basis) from Santo Holding (Deutschland) AG, which is
also owned by the Strüngmanns and their families.
• A definitive agreement by which Novartis will offer to acquire the remaining
approximately 31.9 million fully diluted shares (treasury method) of Eon Labs for
USD 31.00 per share in cash. The agreement, which has been unanimously
approved by the Eon Labs Board of Directors and by a Special Committee
consisting of directors not affiliated with the Strüngmanns, provides that an
affiliate of Novartis will commence a tender offer and will, subject to legal
requirements, purchase any and all shares tendered, if the acquisition of the Santo
Holdings stake is consummated. The offer price represents a 25% premium over
the unaffected price of approximately USD 24.75 (before media speculation about
a possible takeover of Hexal and Eon Labs) and a premium of 9% over the price
paid to Santo Holding for its majority stake in Eon Labs. The agreement also
provides that if a majority of the public shares are tendered, Novartis will effect a
merger to acquire all remaining shares at the offer price.
The transactions, which are subject to regulatory approvals in a number of countries
(including the US and Europe), are expected to close in the second half of 2005.
Highly experienced management team
Following the closing, the new Sandoz management team, under the leadership of
Dr. Andreas Rummelt as CEO, will include top management from all three companies. In the
new company, Dr. Andreas Strüngmann will be responsible for the regional operations in
Europe, Africa and also for Asia-Pacific on an ad-interim basis. Dr. Thomas Strüngmann will
continue in the position of head of regional operations in Germany, the Americas and Middle
East. Both will join the Sandoz Executive Committee. Other members of the Executive
Committee will include Kevin Plummer as Chief Financial Officer, Dr. Gerhard Schaefer as
head of Product Development and Markus Delfosse as head of Technical Operations. The
Anti-Infectives business unit will be headed by Ernst Meijnders and Biopharmaceuticals by
Dr. Patrick Vink. Dr. Bernhard Hampl, currently CEO of Eon Labs, has been designated as
new head of the US operations of Sandoz and will report to Thomas Strüngmann.
About Novartis
Novartis AG (NYSE: NVS) is a world leader in pharmaceuticals and consumer health. In
2004, the Group’s businesses achieved sales of USD 28.2 billion and a net income of USD 5.8
billion. The Group invested approximately USD 4.2 billion in R&D. Headquartered in Basel,
Switzerland, Novartis Group companies employ about 81,400 people and operate in over
140 countries around the world. Further information is available at www.novartis.com.
Sandoz, a Novartis Company, is a world leader in generic pharmaceuticals and develops,
manufactures and markets these medicines as well as pharmaceutical and biotechnological
active ingredients. Decades of experience and know-how make Sandoz a renowned partner in
pharmaceuticals, biogenerics and industrial products. Altogether, Sandoz employs around
13,000 people in over 110 countries and posted sales of USD 3.0 billion in 2004.
About Hexal
Headquartered in Holzkirchen, Germany, Hexal is a privately-held generics manufacturer
holding the No. 2 position in generics in Germany, the second largest generics market, and a
significant presence in other key markets. Sustaining recent annual percentage sales growth
rates in the high teens, Hexal achieved sales of USD 1.65 billion in 2004. Altogether, Hexal
employs approximately 7,000 people in over 40 countries.
About Eon Labs
Eon Labs, one of the largest suppliers of generic pharmaceuticals in the US, is committed to
providing high quality, affordable products. Eon Labs, which has a strategic partnership with
Hexal AG, produces a broad range of pharmaceuticals in a wide variety of therapeutic
categories. Eon Labs reported record 2004 sales of USD 431 million, an increase of 31%
from 2003, and employs approximately 500 people. Drs. Andreas and Thomas Strüngmann
and their families hold a 67.7% stake in Eon Labs through a holding company.
Note to Investors
Novartis will conduct a conference call with financial analysts to discuss this news release on
February 21, 2005, at 9:00 a.m. Central European Time. A simultaneous webcast of the call
for interested investors and others may be accessed by visiting the Novartis website at
www.novartis.com.
5/5
Disclaimer
This document contains forward-looking statements within the meaning of the US Private
Securities Litigation Reform Act. Forward-looking statements are statements that are not
historical facts and are generally identified by the words expects, anticipates, believes,
intends, estimates will, or similar expressions, or by express or implied discussions
regarding strategies, plans and expectations (including synergies). These statements include,
but are not limited to, financial projections and estimates and their underlying assumptions,
statements regarding the benefits of the business transactions described herein, including
future financial and operating results. Such statements reflect the current plans, expectations,
objectives, intentions or views of management with respect to future events, are based on the
current beliefs and expectations of management and are subject to significant risks,
uncertainties and assumptions. Management’s expectations could be affected by, among
other things, competition in general, the general economic environment and other risks such
as, but not limited to, those referred to in Novartis AGs Form 20-F on file with the U.S.
Securities and Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may differ
materially from those set forth or implied by the forward-looking statements.
The following factors, among others, could cause actual results to differ materially from
those set forth in the forward-looking statements: the ability to obtain governmental
approvals for the transaction on the proposed terms and schedule; the risk that the businesses
will not be integrated successfully; the risk that the cost savings and any other synergies from
the transaction may not be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to maintain relationships with
customers, employees or suppliers; social and political conditions such as war, political unrest
and terrorism or natural disasters; general economic conditions and normal business
uncertainty and competition and its effect on pricing, spending, third-party relationships and
revenues. These forward-looking statements speak only as of the date of this press release and
no undertaking has been made to update or revise them if there are changes in expectations
or if any events, conditions or circumstances on which any such forward looking statement is
based.
Securityholders of Eon are urged to read the tender offer statement relating to the tender
offer when such document becomes available. The tender offer statement will contain
important information. Securityholders will be able to obtain a free copy of the tender offer
statement and other filed documents when they become available at the SEC’s internet site
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