MISSISSAUGA,Ontario, and ZUG, Switzerland—
ValeantPharmaceuticals International Inc. and
PharmaSwiss S.A. announced Feb. 1 that they have signed abinding agreement for Valeant to acquire the privately-ownedbranded generics and over-the-counter (OTC) pharmaceutical company for approximately $481 million.
Upon closing, PharmaSwiss isexpected to have nearly $52.7 million cash on hand and no debt.Up to an additional $41.6 million may be payable to certainstockholders of PharmaSwiss based upon achievement of certainmilestones.
PharmaSwiss has a broad product portfolio in seven therapeutic areas andoperations in 19 countries throughout Central and Eastern Europe,including Poland, Hungary, the Czech Republic and Serbia. The companyalso has operations in Greece and Israel. In addition, PharmaSwiss is anexisting partner to several large pharmaceutical and biotech companiesoffering regional expertise in such functions as regulatory, compliance,sales, marketing and distribution.
"This acquisition of PharmaSwiss solidifies our position as a leadingpharmaceutical company in Central and Eastern Europe," Pearson says."PharmaSwiss has an attractive partnering strategy as well as acomplementary branded generics and OTC product portfolio that willstrengthen our presence in the region."
The senior management team of PharmaSwiss will remain with Valeant,including both the founder-partners, as well as Pavel Mirovsky, CEO of PharmaSwiss. All of them are expected to continuein their leadership roles, working closely with the Valeant Europe team.Mirovsky will report directly to Valeant's CEO, J. Michael Pearson. Over time, it is anticipated the Valeantbusiness in Central Europe will be combined under the PharmaSwisscorporate structure, based in Zug, Switzerland.
The transaction, which is subject to customary closing conditions,including certain regulatory approvals, is expected to close in thefirst or second quarter of 2011 and to be immediately accretive toValeant. After synergies, it is expected that the operating income as apercentage of revenue of the combined Central and Eastern Europeanbusiness will be similar to that of Valeant's historical branded genericEuropean business.
"I am delighted that PharmaSwiss will be joining Valeant," Mirovsky says. "Valeant's additional resources, professionalapproach, focused pipeline and strong commitment to supporting all threelegs of the PharmaSwiss business model (representation ofmultinationals, licensing from specialty pharma, and own brands), willenable us to build up our winning strategy of serving partners. ValeantEurope's strong presence in Poland, the region's largest market, fillsan important gap and should contribute to transaction synergies. Themessage we want to send to our employees, business partners and otherstakeholders is one of continuity and commitment to growth."
Valeant Pharmaceuticals is amultinational specialty pharmaceutical company that develops,manufactures and markets a broad range of pharmaceutical productsprimarily in the areas of neurology, dermatology and branded generics. PharmaSwiss S.A. represents major research-based multinationals andalso in-licenses and markets its own brands.
