Date: 2015-12-23
Type of information: Company acquisition
Acquired company: Crucell Sweden AB (Sweden)
Acquiring company: Valneva (France - Austria)
Amount: € 45 million
Terms: * On December 23, 2015, Valneva provided an update on its acquired Dukoral® vaccine. The transition of the business from Crucell., the seller, including both the gradual takeover of transitional services and the full transfer and installation of all acquired assets, has been largely completed. Regulatory licenses together with other processes and systems are being transferred and integrated into Valneva and its newly created affiliates, including Valneva Canada Inc. Synergies with the rest of the Valneva Group are being implemented and are expected to have a positive financial impact in 2016. In addition, Valneva will implement changes to the Dukoral® label in Canada, with revised indications that allow using the vaccine to prevent cholera and LT-ETEC caused diarrhea. * On January 5, 2015, Valneva SE announced that it has entered into a Sale and Purchase Agreement with Crucell Holland B.V. to acquire Crucell Sweden AB and all assets, licenses and privileges related to Dukoral®, a vaccine against cholera and traveler’s diarrhea caused by ETEC, as well as a Nordics vaccine distribution business of the seller and its affiliates. The agreement entails in particular the purchase of the manufacturing site in Solna (Sweden) and will comprise approximately 115 employees. The total transaction consideration amounts to € 45 million. The acquired business generated revenues of € 38 million in 2013 and € 23 million in the first nine months of 2014 from the sales of the Dukoral® vaccine and the distribution of several other vaccines for third parties. Valneva anticipates that the envisaged transaction will complement itsJapanese encephalitis vaccine by creating critical mass in traveler’s vaccines and adding commercial infrastructure. The operation will also add cash generating assets with long-term upside potential and create a fully-integrated vaccines player with scarcity value in an attractive pharmaceutical segment. Valneva intends to finance the Acquisition with a combination of debt and equity. The completion of the envisaged transaction, which remains subject to the completion of customary conditions precedent for this kind of transaction, is expected to occur in February 2015.
Valneva applied for such changes to the product monograph following a product review by Health Canada, the federal department overseeing pharmaceutical products licensed in Canada. The agency felt that this revised product indication was required to ensure proper usage of the vaccine by Canadians traveling to at-risk areas.
Valneva expects that this change in product indications and changes to promotional campaigns may negatively impact Dukoral® sales in Canada going forward. Although Valneva will continue to invest in growing the product by way of promotional efforts and geographical expansion outside of Canada, Valneva expects that the potential for the product will be more limited than initially expected. Valneva anticipates however that the product will generate positive cash-flows in 2016 and beyond.
In order to reflect the business changes resulting from the adjustments to the Dukoral® label in Canada, the seller and Valneva have agreed on certain amendments to the purchase agreement including an adjustment to the purchase price.
The initially paid purchase price will be reduced by an amount equivalent to the € 15m acquisition debt incurred by Valneva plus any pre-payment fees. Furthermore, the seller waived the outstanding milestone payment due from Valneva in connection with the acquisition.
Details:
Related: Infectious diseases
