Mergers and Acquisitions

Date: 2017-04-24

Type of information: Pipeline acquisition

Acquired company: Merck KGaA's biosimilar business (Germany)

Acquiring company: Fresenius Kabi (Germany)

Amount: € 670 million plus royalties on future product sales

Terms: • On April 24, 2017, Merck KGaA announced the divestment of its biosimilars business to Fresenius. The decision to divest biosimilars is aligned with Merck KGaA’s strategy for its healthcare business sector to focus on its pipeline of innovative medicines. According to the terms agreed for the transaction, Merck KGaA will receive an upfront payment of 170 million €, milestone payments of up to 500 million € plus royalties on future product sales. The parties agreed to enter into supply and services agreements, which include drug development support and manufacturing services. Closing is expected in the second half of 2017, subject to regulatory approvals and other customary closing conditions. The total investment in the biosimilars business will be mainly cash flow financed. “With this acquisition, Fresenius Kabi enhances its position as a leading player in the injectables pharmaceutical market and further diversifies its product portfolio. The acquisition creates a platform for further growth,” emphasized Mats Henriksson,CEO of Fresenius Kabi.

Details: The acquisition comprises the entire development pipeline sand an experienced team of more than 70 employees located in Aubonne and Veveyin Canton de Vaud, Switzerland. The product pipeline has a focus on oncology and autoimmune diseases with current branded sales of around $30 billion. Fresenius Kabi expects first sales towards the end of 2019 and estimates to rampup the business to high triple-digit million sales from 2023 onwards based on the current product development schedule. Analytical testing, clinical studies, quality requirements specific to biosimilars as well as marketing and sales activities are expected to result in increased costs for Fresenius Kabi. These costs are expected to occur in uneven tranches. The total expected cash-out and self-imposed investment ceiling is estimated to be up to €1.4 billion until projected EBITDA break-even in 2022. From 2023 onwards, the acquisition is expected to be significantly accretive to Group net income and Group EPS.

Related: Biosimilar

Is general: Yes