Date: 2015-03-30
Type of information: Company acquisition
Acquired company: Omega Pharma (Belgium)
Acquiring company: Perrigo (Ireland)
Amount: € 3.8 Billion
Terms: * On March 30, 2015, Perrigo announced that it has completed the acquisition of Belgian-based Omega Pharma Invest in a cash and equity transaction valued at approximately €3.8 billion, which includes the assumption of €1.3 billion in debt. Sellers are Marc Coucke, Waterland Private Equity Fund V CV and co-investors of Waterland. Perrigo expects the transaction to be immediately accretive and between $0.10 and $0.20 accretive to fiscal 2016 adjusted earnings per share after adjusting for amortization, transaction and financing costs. This updated fiscal 2016 range reflects a negative $0.30 impact caused by the rapid erosion in the Euro/U.S. dollar exchange rate since the transaction's November 6, 2014 announcement as well as an improvement of $0.05 in operational expectations. The Company expects to achieve increasing revenue and supply chain synergies within Europe over time contributing greater than $125 million to gross profit in 2019. This information is provided for fiscal year ending June 30, 2016 and the Company will provide calendar 2015 guidance at an event for investors in New York City on May 7, 2015. Omega generated approximately €1.27 billion of revenue and €200 million of operating cash flow ($1.40 billion and $220 million, respectively, at an exchange rate of €1 = $1.10) in the year ended December 31, 2014. Including product acquisitions, Omega has delivered compound annual revenue growth of approximately 10% over the last five years. After the issuance of approximately 5.4 million shares to Omega founder Marc Coucke at closing, total diluted shares outstanding for Perrigo are now approximately 147 million. * On November 6, 2014, Perrigo, a leading global provider of \"Quality Affordable Healthcare Products®,\" and Omega Pharma, one of the largest OTC healthcare companies in Europe, headquartered in Nazareth, Belgium, announced that they have entered into a definitive agreement in which Perrigo has agreed to acquire Omega for €3.6 billion, or $4.5 billion, comprised of the purchase of Omega\'s equity for €2.48 billion and the assumption of €1.1 billion in debt. Of the equity purchase price, 25% will be funded by Perrigo stock (approximately 5 million shares) placed directly to Omega founder Marc Coucke and 75% funded through a combination of cash and debt. Perrigo has secured a fully committed €1.75 billion bridge facility provided by J.P. Morgan Chase Bank, N.A. and Barclays, giving the Company financing certainty for the cash consideration of the purchase price. Perrigo anticipates that the permanent financing structure, expected to include a combination of equity and debt, will support an investment grade rating and provide long-term financing flexibility. The proposed transaction, which has been unanimously approved by the respective Boards of Directors of Perrigo and Omega, is subject to the satisfaction of closing conditions, including customary regulatory approvals. The transaction is expected to close in the first quarter of calendar year 2015. J.P. Morgan Securities LLC and Barclays are serving as financial advisers to Perrigo, and Freshfields Bruckhaus Deringer is serving as legal adviser. Morgan Stanley is serving as financial adviser to the sellers (Waterland Private Fund V CV, Marc Coucke and co-investors) in connection with this transaction, and Allen & Overy is serving as legal adviser.
Details: Omega generated approximately $1.6 billion of revenue during the twelve months ended September 30, 2014, making it the fifth largest player within the European OTC market and the largest or second largest player in four individual European markets. Omega owns many leading cough & cold, skincare, pain relief, weight management, and gastrointestinal treatment brands, among its portfolio of roughly 2,000 products. Omega has a strong presence in both established and emerging growth economies. Including product acquisitions, Omega has delivered compound annual revenue growth of approximately 10% over the last five years. Headquartered in Belgium, Omega also offers geographic diversification with a commercial presence in 35 countries. Perrigo has also identified opportunities for incremental for top-line growth, driven by leveraging many of Perrigo\'s 3,000 complementary products across its core segments in OTC, VMS, and Animal Health into Omega\'s European commercial network. This transaction
Related: OTC
