- Strategic review process announced in June concludes with a project to sell UPSA consumer health business
- The potential transaction would position Bristol-Myers Squibb to further refine its portfolio to focus on transformational medicines for patients facing serious diseases
- Taisho is seeking to leverage well-established brands and a strong manufacturing platform for strategic geographic expansion
NEW YORK--(BUSINESS WIRE)--Bristol-Myers
Squibb Company (NYSE:BMY) today announced that Taisho Pharmaceutical
Holdings Co., Ltd. (Taisho) has offered to purchase Bristol-Myers
Squibb’s UPSA consumer health business for $1.6 billion. UPSA develops
and delivers important consumer medicines for patients in France, across
Europe and additional countries. Taisho is the largest over-the-counter
(OTC) drug company in Japan, with over a century of experience in this
field. Taisho holds a leading presence in anti-inflammatory analgesic,
cold and flu and hair growth segments in Japan and Southeast Asia. The
potential transaction is anticipated to be completed during the first
half of 2019, subject to regulatory approvals and satisfaction of
certain other customary closing conditions.
“Today’s announcement marks the culmination of an in-depth strategic
review to identify the best option to grow the UPSA business for the
long-term,” said Giovanni
Caforio, chairman and chief executive officer of Bristol-Myers
Squibb. “UPSA is a strong business that deserves the best possible
opportunities for its employees and its future development. With Taisho
we have found an experienced and reliable buyer with the strategic
interest to successfully sustain and grow the business for the future.”
Bristol-Myers Squibb and Taisho have a history of conducting successful
transactions. In 2009, Taisho entered the OTC market in certain Asian
countries through the purchase of PT Squibb Indonesia from Bristol-Myers
Squibb. The subsidiary of Taisho is now known as PT Taisho
Pharmaceuticals Indonesia Tbk.
UPSA is a French pharmaceutical company and brand owned by Bristol-Myers
Squibb. Since 1935, UPSA has built its expertise in the development and
manufacturing of pharmaceutical drugs and supplements for everyday
ailments. Its portfolio covers a wide range of therapeutic areas: pain,
cough & cold, vitamins and supplements, gastrointestinal and sleep.
Over the past several years, Bristol-Myers Squibb has been realigning
its business portfolio to address changes in its business and the future
requirements of its evolving pipeline. The company is focusing resources
on its highest priorities of discovering, developing and delivering
transformational medicines for patients facing serious diseases. UPSA is
focused on consumer medicines that are outside of the Bristol-Myers
Squibb core focus.
The offer by Taisho is structured in the form of a “put option”
agreement. Under the terms of the agreement, the offer is subject to
Bristol-Myers Squibb’s exercise of the put option following information
and consultation processes with relevant employee representative bodies.
Upon exercise of the put option, Bristol-Myers Squibb and Taisho would
execute a definitive stock and assets purchase agreement following which
Taisho would acquire all of the issued and outstanding shares of capital
stock of UPSA SAS, as well as Bristol-Myers Squibb’s assets and
liabilities relating to the UPSA product portfolio. Assuming completion,
Bristol-Myers Squibb estimates the potential transaction would be
approximately ($0.04) dilutive to 2019 earnings.
Deutsche Bank Securities, Inc. and Jefferies LLC acted as exclusive
financial advisors to Bristol-Myers Squibb. Kirkland & Ellis LLP,
Freshfields Bruckhaus Deringer LLP and Baker & McKenzie acted as its
legal advisors.
About Bristol-Myers Squibb
Bristol-Myers Squibb is a global biopharmaceutical company whose mission
is to discover, develop and deliver innovative medicines that help
patients prevail over serious diseases. For more information about
Bristol-Myers Squibb, visit us at BMS.com
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Bristol-Myers Squibb Forward-Looking Statement
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995 regarding, among other things, statement relating to the research,
development and commercialization of pharmaceutical products and the
proposed transaction. These statements may be identified by the
fact that they use words such as “should”, “expect”, “anticipate”,
“estimate”, “target”, “may”, “project”, “guidance”, “intend”, “plan”,
“believe”, “envisage” and other words and terms of similar meaning in
connection with any discussion of future occurrences with respect to the
proposed transaction and/or future operating or financial performance.
One can also identify forward-looking statements by the fact that
they do not relate strictly to historical or current facts. Such
forward-looking statements are based on historical performance and
current expectations and projections about our future financial results,
goals, plans and objectives and involve inherent risks, assumptions and
uncertainties, including internal or external factors that could delay,
divert or change any of them in the next several years, and could cause
our future financial results, goals, plans and objectives to differ
materially from those expressed in, or implied by, the statements. These
risks, assumptions, uncertainties and other factors include, among
others, the positive outcome of the information and consultation
processes with relevant employee representative bodies in connection
with the proposed transaction, the parties’ ability to satisfy certain
closing conditions and any delay or inability of the Company to realize
the expected benefits of the proposed transaction. There is no guarantee
that the proposed transaction will close on the terms or within the time
frame described in this press release. Forward-looking statements
in this press release should be evaluated together with the many
uncertainties that affect Bristol-Myers Squibb's business, particularly
those identified in the cautionary factors discussion in Bristol-Myers
Squibb's Annual Report on Form 10-K for the year ended December 31,
2017, as updated by our subsequent Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. The forward-looking statements included in
this press release are made only as of the date of this press release
and except as otherwise required by federal securities law,
Bristol-Myers Squibb undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events, changed circumstances or otherwise.
Media: U.S. - Lisa McCormick Lavery, 609-252-7602, lisa.mccormicklavery@bms.com France – Frederique Saas, +33 1 58 83 67 26, frederique.saas@bms.com Japan – Erika Nakajima, +81 3-6705-7790, erika.nakajima@bms.com Investors: Tim Power, 609-252-7509, timothy.power@bms.com Bill Szablewski, 609-252-5894, william.szablewski@bms.com