Takeda to Acquire Nycomed
Transaction will Transform Takeda’s Global Business
OSAKA, Japan, and ZURICH, Switzerland, 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®; 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 Håkan Björklund, 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® 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), Coller International 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: Håkan Björklund (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)
(*) 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:
E-mail: masuda_seizo @takeda.co.jp
Ph: +81 3 3278 2037
For U.S. Media Inquiries:
E-mail: ejohnsen @tpna.com
Ph: +1 224 554 3185
For European Media Inquiries:
E-mail: R.Childers @tgrd.com
Ph: +44 20 3116 8037
Nycomed Media and Investor Contacts:
For media inquiries:
+41 44 555 15 10
E-mail: tobias.cottmann @nycomed.com
Ph: +41 44 555 15 01
E-mail: christian.seidelin @nycomed.com
Ph: +41 44 555 11 04
Seller consortium Media and Investor Contacts:
Nordic Capital Fund V, Nordic Capital Fund VI
E-mail: mikael.widell @nordiccapital.com
Ph: +46 703 11 99 60
DLJ Merchant Banking Partners
E-Mail: suzanne.fleming @credit-suisse.com
Ph: +1 212 325 7396
Coller International Partners Capital
E-mail: Axel.hansing @collercapital.com
Ph: 44 7971 224 706
Avista Capital Partners
Ph: +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.
Start Time New York (EST) 9:00 am (May 19)
London (GMT) 2:00 pm (May 19)
Hong Kong (HKT) 9:00 pm (May 19)
Singapore (SST) 9:00 pm (May 19)
Tokyo (JST) 10:00 pm (May 19)
Approx. Duration 60 Minutes
Toll-free Dial-in Australia 1-800-035-017
Hong Kong 800-933-206
Direct Dial-in Japan : +81-3-4570-1820
Pass code 421299#
You can also listen to the conference call via internet as following URL. (Listen only)
The conference call recording of event will be available on Takeda’s website at www.takeda.com within several days.
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.
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 €3.2 billion in 2010 and an adjusted EBITDA of €851 million.
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.
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.