Date: 2014-02-11
Type of information: Company acquisition
Acquired company: Galderma (Switzerland)
Acquiring company: Nestlé (Switzerland)
Amount: €3.1 billion
Terms: * On July 8, 2014, As a result of the successful conclusion of the regulatory process and customary closing conditions, Nestlé completed its acquisition of L’Oréal’s 50% stake in Galderma, as originally announced on 11 February 2014. Galderma, with approximately 5,000 employees and a presence in 80 countries, will henceforth operate as the pharmaceutical arm of Nestlé Skin Health S.A. * On February 11, 2014, Nestlé and L’Oréal announced that their respective Boards of Directors, in meetings held on February 10th, 2014, have approved by unanimous decision of their voting members a strategic transaction for both companies under which L’Oréal will buy 48.5 million of its own shares (8% of its share capital) from Nestlé. This buyback will be financed partially through the disposal by L’Oréal to Nestlé of its 50% stake in Swiss dermatology pharmaceuticals company Galderma (a 50/50 joint venture between L’Oréal and Nestlé) for an enterprise value of € 3.1 billion (€ 2.6 billion euros of equity value), paid by Nestlé in L’Oréal shares (21.2 million shares). For the remainder, corresponding to 27.3 million L’Oréal shares held by Nestlé, in cash for an amount of € 3.4 billion euros. The price per L’Oréal share retained for this transaction is the average of its closing prices between Monday November 11th, 2013 and Monday February 10th, 2014: € 124.48. All the shares bought back by L’Oréal will be cancelled. Following the transaction, Nestlé’s stake in L’Oréal will be reduced from 29.4% to 23.29% of the share capital and the Bettencourt Meyers family’s stake in L’Oréal will increase from 30.6% to 33.31%. In order to reflect the change of Nestlé’s stake in L’Oréal’s governance, the number of Nestlé representatives on L’Oréal’s Board of Directors will be adjusted from 3 to 2 Directors, and the ownership ceiling provisions of the shareholders’ agreement between Nestlé and the Bettencourt Meyers family will apply to their respective new holdings.
Details: With the proposed acquisition of 50% of Galderma, the 50/50 joint venture with L’Oréal, Nestlé pursues its strategic development in Nutrition, Health, and Wellness, by expanding its activities to medical skin treatments. The group will create a new centre of activities in this area, through a new entity: Nestlé Skin Health SA. Nestlé Skin Health was formally established on 30 June 2014 as a fully-owned Nestlé subsidiary with its own Board of Directors comprising the following members: Peter Brabeck-Letmathe, Chairman, Paul Bulcke, Vice-Chairman, Humberto C. Antunes, President and CEO, Wan Ling Martello and Stefan Catsicas. Based in Lausanne, Nestlé Skin Health has been reinforced with the acquisition from the Canadian firm Valeant Pharmaceuticals International of the full rights to commercialise several key aesthetic dermatology products in the US and Canada for $ 1.4 billion in cash. Nestlé is acquiring the full rights to commercialise in the US and Canada Restylane®, Perlane® and Emervel®, products used for corrective facial aesthetic treatments, and Dysport®, an aesthetic dermatology treatment. It will also acquire the full rights to Sculptra®, a unique treatment for aesthetic and medical uses in the US, Canada and many markets around the world.
Related: Aesthetic medicine Dermatological diseases
