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Mergers and Acquisitions

Date: 2013-11-19

Type of information: Company acquisition

Acquired company: Patheon (USA)

Acquiring company: Royal DSM (The Netherlands) JLL Partners (USA)

Amount: $2.6 billion

Terms:

* On November 19, 2013, Royal DSM and the middle-market private equity firm JLL have announced the creation of a new company that will be formed by combining DSM's business group DSM Pharmaceutical Products with Patheon. This new global contract development and manufacturing organization (CDMO) for the pharmaceutical industry has been provisionally called NewCo. It will be 51% owned by JLL and 49% by DSM.
NewCo will have an end-to-end offering from finished dosage (drug products) to active substances (APIs) and a global footprint of 23 locations across North America, Europe, Latin America and Australia with about 8,300 employees. Once the transaction is complete, NewCo will add scale and new value chain capabilities/technologies to expand its end-to-end service offering as a comprehensive solution provider to the industry. NewCo will operate as an independent standalone company.
JLL will contribute $489 million in cash to NewCo and DSM will contribute DSM Pharmaceutical Products (DPP) and receive a seller note of USD 200 million, thereby valuing DPP at $670 million.
NewCo has entered into a definitive agreement to effect a Plan of Arrangement pursuant to the Canada Business Corporations Act  with Patheon under which NewCo would acquire Patheon for $ 9.32 per share in cash resulting in a:   total enterprise value for Patheon of approximately $ 1.95 billion (about €1.45 billion)
Subject to customary conditions, the transaction is expected to close in H1 2014.
Jim Mullen, currently CEO of Patheon, will be appointed CEO of NewCo upon completion of the transaction. Mr. Mullen joined Patheon in 2011 as Chief Executive Officer. Prior to joining Patheon, he served as CEO and President at Biogen Idec Inc., one of the world's largest biotechnology companies from 2003 to 2010.

Details:

NewCo will have a unique breadth of service offerings with a focus on drug products and APIs with a wide range of technologies and will be able to offer comprehensive end-to-end solutions to a broad spectrum of companies ranging from large pharmaceutical and biotech companies to specialty pharma companies, generics and emerging pharma companies. The combined company will also be a leader in proprietary softgel formulations for over-the-counter, prescription and nutritional consumer products. The exclusive synthesis products and intermediates are targeted to the crop protection, personal care, and fine chemicals products industries.

Related:

production
manufacturing

Is general: Yes