The target for Metrics to get that full $120million will be to Metrics if it achieves fiscal year 2013 earnings beforeinterest, tax, depreciation and amortisation (EBITDA) of $22.3 million.
Mayne Pharma calls the deal a "transformationalacquisition that materially enhances Mayne Pharma's scale, market access andcapabilities," and the company sees opportunities for material synergies in themedium-term from cross-selling and accelerating the development pipeline
Mayne Pharma will fund the acquisition via a new $48.5million debt facility (with an additional uncommitted $15 million accordionfacility) and an equity raising. Completion of the acquisition remains subjectto various material conditions, including finalization of the fundingarrangements (debt and equity) by Mayne Pharma and there being no materialadverse event in relation to Metrics. Completion is also subject to Metricsshareholder approval; however executed voting agreements have now been obtainedfrom a sufficient number of Metrics shareholders to approve the transaction.
Metrics is a privately-owned U.S. specialtypharmaceutical company with approximately 300 employees. Metrics develops andmanufactures niche generic drugs and is also a provider of contract developmentservices to the pharma industry, and it reportedly has particular expertise informulating complex oral drug products, including highly potent and unstablecompounds, controlled substances (e.g.opiates) and products with poor bioequivalence. These products are sold in the UnitedStates via exclusive distribution partners or directly through its ownwholesale distributor, Midlothian Laboratories. In addition to its existingproducts, Metrics has a pipeline of 11 niche generic drugs in various stages ofdevelopment, including two that have been filed with the U.S. Food and DrugAdministration and a further nine products to be filed by the end of fiscalyear 2013.
On the contract pharmaceutical developmentservices side, Metrics boasts a client base of more than 100 pharmaceuticalcustomers including industry leading, blue chip companies and offers avertically integrated model offering analytical services, formulation andcommercial manufacturing.
"Metrics is highly complementary to Mayne Pharma'sexisting business in term of its products, services and the markets in which itoperates," said Scott Richards, Mayne Pharma's CEO. "In addition to providingscale in the U.S. market, Metrics brings additional technical capabilities andmaterial upside from cross-selling revenue opportunities. We have knownMetrics' senior management team for some time and they have a solid trackrecord of success in the U.S. generics industry."
One of the key benefits of the acquisition,according to Richards, is that it provides direct access to the world's largestpharmaceutical market, the United States, which is Mayne Pharma's principalmarket for its development pipeline. In addition, it strengthens anddiversifies Mayne Pharma's revenue streams across contract services, genericand proprietary products; it expands and diversifies Mayne Pharma's pipeline ofnew products, as the combined business would have 14 products in developmenttargeting markets with sales of $3.6 billion per year; and it is acomplementary business providing significant combination opportunities throughthe cross-selling of Mayne Pharma's and Metrics' approved and pipeline productsin the United States, Australia and other international markets.
SOURCE: Mayne Pharma