Both companies expected to become global leaders in two different sectors of the pharmaceutical market
Sanofi and Boehringer Ingelheim (BI) have announced the signing of contracts to secure the strategic transaction initiated in December 2015, which consists of an exchange of Sanofi's animal health business (Merial) and BI’s consumer healthcare (CHC) business.
This step marks a major milestone before closing of the transaction, which is expected by year-end 2016 and remains subject to approval by all regulatory authorities in different territories. The integration of BI’s CHC business into Sanofi and Merial into BI would start after closing.
Upon closing, this transaction will be a significant business swap in the pharmaceutical sector and an important event in the history of both companies.
Prof. Dr Andreas Barner, Chairman of the Board of Boehringer Ingelheim, said: ‘This is a win for BI and Sanofi alike. Moreover, it is one of the most significant steps in our corporate history. It demonstrates the consistent orientation of our business towards innovation-driven sectors. As a research-based pharmaceutical company, we will substantially enhance our position in the future market for animal health and will prospectively be one of the largest global players in this segment. The similarity in culture and approaches of BI and Sanofi will ensure that the businesses acquired by the other partner will develop well in the future.’
Olivier Brandicourt, MD, Chief Executive Officer, Sanofi, said: ‘In signing these contracts, we are meeting one of the key strategic goals of our roadmap 2020, namely to become a leader in consumer healthcare and a leading diversified global human healthcare company. This business swap will bring a complementary portfolio to our consumer healthcare activity with highly recognised brands, allowing for mid- and long-term value creation, and the enhancement of our market penetration in some major countries.’
The strategic swap lays the foundation for both companies to reach size and scale in two highly attractive pharmaceutical activities. Upon successful completion, BI’s CHC business - with an enterprise value of €6.7bn - would be transferred to Sanofi and Sanofi's Merial - with an enterprise value of €11.4bn - would be transferred to BI. The transaction includes a cash payment to Sanofi of €4.7bn to reflect the difference in value of the two businesses. Taking into account the expected contribution from the acquired CHC business, progressive implementation of synergies and the use of part of the net proceeds to buy shares back, Sanofi expects the overall transaction to be business EPS neutral in 2017 and accretive afterwards.
Combining Merial and Boehringer Ingelheim's complementary portfolios and technology platforms in anti-parasitics, vaccines and pharmaceutical specialties would put the combined company into a more competitive position in the key growth segments of the industry and bring more value and innovation to customers globally. The BI animal health business would more than double its sales to approx. €3.8bn based on 2015 global sales.