HERTFORDSHIRE, England and
PITTSBURGH, May 13, 2016 /PRNewswire/ -- Mylan N.V.
(NASDAQ, TASE: MYL) today announced an agreement to acquire the
non-sterile, topicals-focused specialty and generics business (the
"Business") of Renaissance Acquisition Holdings, LLC
("Renaissance") for $950 million in
cash at closing, plus additional contingent payments of up to
$50 million, subject to customary
adjustments. The transaction is expected to be immediately
accretive to Mylan's adjusted diluted earnings per share upon
closing.
The Business will bring Mylan a complementary portfolio of
approximately 25 branded and generic topical products, an active
pipeline of approximately 25 products, and an established U.S.
sales and marketing infrastructure targeting dermatologists. The
Business also brings Mylan an integrated manufacturing and
development platform and a leading topicals-focused contract
development and manufacturing organization ("CDMO"). Renaissance,
privately controlled and majority-owned by RoundTable Healthcare
Partners, will retain its sterile-focused businesses and associated
manufacturing facility.
Mylan CEO Heather Bresch
commented, "The dermatology/topicals space has long been an area of
focus for Mylan and one that we have targeted for expansion. This
is a strong and growing business in a very attractive category,
which is highly complementary to Mylan's existing assets and the
pending addition of the Meda dermatology portfolio. We see
significant opportunities to accelerate the growth potential of the
Business as part of the global Mylan platform, as we maximize our
combined assets across customer channels and geographies. This
acquisition was accounted for in our anticipated capital structure
and does not require any additional financing. As such, we see no
impact to the leverage ratio of 3.8x debt-to-adjusted EBITDA we
anticipated following the closing of the Meda transaction, and we
will retain ample financial flexibility for future value-creating
initiatives."
Mylan President Rajiv Malik
added, "With the addition of the Business's broad and durable
portfolio, exciting pipeline of topical products, and strong
manufacturing and R&D capabilities, we will have critical mass
in the dermatology/topicals area and catapult to a leading position
in this space. We see significant opportunities to maximize our
combined dermatology/topicals business and integrated operating
platform on a worldwide basis, and expect it to be yet another key
global franchise for us, even further strengthening and
diversifying our business. We look forward to welcoming the
Business's talented employees to Mylan upon closing and working
together to maximize the potential of our combined organization to
set new standards in healthcare in this area. We also look forward
to continuing to provide the Business's valued customers with the
high quality service they are accustomed to."
The Business had approximately $370
million in 2015 revenues and has approximately 1,200
employees. The Business's commercial segment has a diversified and
attractive portfolio of specialty brands and generic products in
the dermatology space, as well as a deep pipeline of complex
topical generics and brands in active development. The Business has
two high-quality manufacturing sites with capabilities and capacity
in creams, ointments, aerosols/foams, gels, suspensions, liquids
and suppositories that are complementary to Mylan's existing
capabilities.
Mylan is acquiring the Business on a cash-free, debt-free basis
and expects to finance the transaction using a combination of cash
on hand and available borrowings under existing credit facilities.
The closing of this transaction is conditional upon regulatory
approval and other customary closing conditions and is expected to
occur by the end of the third quarter of 2016.
Cravath, Swaine & Moore LLP served as legal advisor in this
transaction.
This press release includes statements that constitute
"forward-looking statements" which are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements in the press release may be
identified by the use of words such as "will", "expect", "target",
"opportunity", "potential" and variations of these words or
comparable words and include statements about the proposed
acquisition of the Business (the "Renaissance Transaction"), the
proposed acquisition of Meda AB (publ.), that the Renaissance
Transaction is expected to be immediately accretive to Mylan's
adjusted diluted earnings per share and increasingly accretive
thereafter, the "active pipeline" of the Business, that the
Business will provide Mylan with critical mass in the
dermatology/topicals area, that Mylan expects to retain ample
financial flexibility following the acquisition and other
statements regarding Mylan's, the Business's or the combined
company's future operations, growth potential, market opportunities
and anticipated results. Because such statements inherently involve
risks and uncertainties, actual future results may differ
materially from those expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to: any changes in or
difficulties with Mylan's ability to develop, manufacture, and
commercialize topical products, including any difficulties
retaining the Business's employees and customers; any regulatory,
legal or other impediments to Mylan's ability to bring topical
products to market; the effect of any changes in Mylan's customer
and supplier relationships and customer purchasing patterns; other
changes in third-party relationships; actions and decisions of
healthcare and pharmaceutical regulators, and changes in healthcare
and pharmaceutical laws and regulations, in the United States and abroad, as well as risks
associated with the Renaissance Transaction, including as to the
timing of the Renaissance Transaction and whether Mylan will be
able to complete the Renaissance Transaction on the terms currently
anticipated, including the risk that Mylan may be unable to obtain
regulatory approvals for the Renaissance Transaction or be
required, as a condition to obtaining regulatory approvals, to
accept conditions that could reduce the anticipated benefits of the
Renaissance Transaction; and the other risks detailed in Mylan's
periodic reports filed with the Securities and Exchange Commission.
Mylan undertakes no obligation to update these statements for
revisions or changes after the date of this release.
Mylan is a global pharmaceutical company committed to setting
new standards in healthcare. Working together around the world to
provide 7 billion people access to high quality medicine, we
innovate to satisfy unmet needs; make reliability and service
excellence a habit; do what's right, not what's easy; and impact
the future through passionate global leadership. We offer a growing
portfolio of more than 1,400 generic and branded pharmaceuticals,
including antiretroviral therapies on which approximately 50% of
people being treated for HIV/AIDS in the developing world depend.
We market our products in approximately 165 countries and
territories. Our global R&D and manufacturing platform includes
more than 50 facilities, and we are one of the world's largest
producers of active pharmaceutical ingredients. Every member of our
nearly 35,000-strong workforce is dedicated to creating better
health for a better world, one person at a time. Learn more at
mylan.com.
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SOURCE Mylan N.V.