Date: 2014-07-01
Type of information: Company acquisition
Acquired company: Merck’s ophthalmological products (USA)
Acquiring company: Santen Pharmaceutical (Japan)
Amount: $600 million
Terms: * On July 1, 2014, Santen Pharmaceutical announced the closing of the asset purchase agreement which was entered on May 13, 2014 between Merck & Co with respect to the acquisition of certain ophthalmology assets, following the fulfillment of all of the transfer conditions, except in some territories, in accordance with the terms of the agreement. Accordingly,on July 1st, 2014, Santen completed the payment to Merck as stated below. The completed transaction concerns products primarily intended for Asia including Japan, South Korea and Europe excluding some countries. Santen's payment for the closed transaction totaled approximately $ 550 million (approximately JPY 56 billion). The total amount of consideration for the transfer, when completed as provided for under the agreement, will reach approximately $ 600 million, as previously announced on May 13, 2014, with additional contingency payments based on certain sales milestones and an agreement to purchase product supply from Merck. The remaining assets will be transferred as soon as the closing conditions are fulfilled. Also as announced previously, Santen is funding the transaction with a combination of cash on hand and bank loans. Santen plans to disclose separately information relating to the impact that this transaction may have on the company's forecasted fiscal performance for the fiscal year ending on March 31, 2015. * On May 13, 2014, Merck&Co announced that it signed an agreement for Santen Pharmaceutical Co., Ltd. (Santen) to purchase Merck’s ophthalmology products, Cosopt® (dorzolamide hydrochloride – timolol maleate ophthalmic solution), Cosopt PF® (dorzolamide hydrochloride-timolol maleate ophthalmic solution) 2%/0.5%, Trusopt® (dorzolamide hydrochloride ophthalmic solution) sterile ophthalmic solution 2%, Trusopt PF® (dorzolamide hydrochloride ophthalmic solution) preservative-free, Timoptic® (timolol maleate ophthalmic solution), Timoptic PF® (timolol maleate preservative free ophthalmic solution in unit dose dispenser), Timoptic XE® (timolol maleate ophthalmic gel forming solution), SAFLUTAN® (tafluprost) and Taptiqom® (tafluprost-timolol maleate ophthalmic solution, in development) in Japan and key markets in Europe and Asia Pacific. Santen will make an upfront payment of approximately $600 million and additional payments based on defined sales milestones as needed. The annual sales of these ophthalmology products in the markets within the scope of the agreement are approximately $400 million. Santen will also purchase supply of the ophthalmology products covered by this agreement from Merck for a two- to five-year period. The agreement is subject to certain closing conditions, including obtaining antitrust clearance in Japan and other closing conditions related to specific markets or regions. The agreement is expected to close in most markets in a few months. Merck divested its U.S. ophthalmology business to Akorn Pharmaceuticals in 2013 and 2014. Merck will continue to sell its ophthalmology products in Latin America, Canada, Australia, the Middle East, Africa and other markets.
Details:
Related: Ophtalmology
