DUBLIN and LONDON—Actavis plc, a leading global specialty pharmaceutical company, and the owners of Auden Mckenzie Holdings Limited, a dynamic and fast growing company focused on the development, licensing and marketing of niche generic medicines and proprietary brands in the U.K., today announced that they have reached a definitive agreement, under which Actavis will acquire Auden Mckenzie for approximately £306 million (about $478 million) in cash, plus a two-year royalty on a percentage of gross profits of one of Auden Mckenzie's products. Auden Mckenzie will be acquired on a debt-free basis, and the transaction will exclude Auden Mckenzie's real estate portfolio.
The acquisition will make Actavis the number one supplier of generic pharmaceuticals in the U.K. Following the close of the acquisition, and the anticipated combination of Actavis and Allergan later this year, Actavis will hold the number three position in the supply of U.K. pharmaceuticals. The acquisition of Auden Mckenzie is expected to be immediately accretive to Actavis' non-GAAP earnings in 2015.
Actavis currently markets more than 650 generic products in the U.K., and has approximately 85 additional products under registration and development. The combination with Auden Mckenzie is anticipated to add approximately 175 new generic and branded products, as well as a pipeline of approximately 40 additional products, in various dosage forms, for treatments across a broad spectrum of therapeutic areas. The acquisition is subject to certain conditions, including approval by regulatory authorities and is expected to close in the first quarter of 2015.
"Auden Mckenzie is one of the leading pharmaceutical companies in the U.K., and the opportunity to combine this profitable and growing company into the Actavis U.K. business demonstrates our commitment to invest in and expand strategically in our global generics business," said Brent Saunders, CEO and president of Actavis.
"This strategic combination is highly synergistic with our U.K. business, is immediately and highly accretive and reflects our commitment to invest to achieve a top position in key international markets," added Robert Stewart, Actavis chief operating officer and incoming executive vice president Actavis, and president, Generics and Global Operations.
"Since its inception in 2000, Auden Mckenzie has established a notable position among the U.K. niche generic businesses by adopting a dynamic and entrepreneurial approach to developing and marketing generic medicines," said Amit Patel, managing director of Auden Mckenzie. "We see in Actavis a company with the same entrepreneurial qualities. With its multinational resources and scope, Actavis will be able to achieve further growth based on Auden Mckenzie's existing products and pipeline of new products."
Latham & Watkins is serving as legal counsel to Actavis. Morgan Lewis is serving as legal counsel to Auden Mckenzie. Roger Davies of Redpharma is serving as an adviser to Auden Mckenzie.
Actavis plc, headquartered in Dublin, Ireland, but operating principally out of Parsippany, N.J., is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high-quality affordable generic and innovative branded pharmaceutical products for patients around the world.
Actavis markets a broad portfolio of branded and generic pharmaceuticals and develops innovative medicines for patients suffering from diseases principally in the central nervous system, gastroenterology, women's health, urology, cardiovascular, respiratory and anti-infective therapeutic categories. The company is an industry leader in product research and development, with one of the broadest brand development pipelines in the pharmaceutical industry, and a leading position in the submission of generic product applications. Actavis has commercial operations in more than 60 countries and operates more than 30 manufacturing and distribution facilities.
Auden Mckenzie is a privately owned, dynamic and fast growing company focused on the development, licensing and marketing of niche generic medicines and proprietary brands in the U.K. The company specializes in the development and registration of high value, technically demanding formulations and also pursues first-to-file opportunities. The company's product portfolio includes a broad range of molecules in various dosage forms for treatments across a broad spectrum of therapeutic areas.
Though rumors persist that Actavis still has one or more acquisitions in mind including Spanish drugmaker Almirall SA, the Barcelona-based company is apparently not rising to the bait. Actavis, which is domiciled in Ireland but operates out of Parsippany, N.J. was also earlier rumored to be interested in buying GI drugmaker Salix Pharmaceuticals Ltd and Omega Pharma NV.
In response to the latest rumors, Almirall indicated in a regulatory filing that there was no truth to the news. Almirall, controlled by the Gallardo family, which founded the company, apparently is interested in finding their own acquisition targets and have about $1.2 billion in assets to spend. Jorge Gallardo, chair of Almirall, and Antonio Gallardo, first vice chair, own about 67 percent of the company’s stock.
IIn September, Actavis acquired Allergn Inc., maker of Botox and other medications, in a deal valued at $66 billion. Only a month later sources indicated that Actavis was planning to join Perrigo Company, Sanofi and Boehringer Ingelheim in an attempt to acquire Omerga Pharma.
The company was busy, however, acquiring Chicago-based Durata Therapeutics, Inc. Under that deal, Actavis will buy all oustanding Durata stock for $23 per share in cash, or about $675 million.
Actavis also acquired Forest Laboratories, Inc. in October for a cash and equity deal valued at about $28 billion. By 2015 the company is expected to hit annual revenues of more than $15 billion. Since that acquisition the company has been streamlining its operations, laying off personnel at various locations across the country, including New Jersey, New York and St. Louis.
