Sinclair Pharma and IS Pharma agree merger terms
Will create Sinclair IS Pharma, a pan-European specialist pharmaceutical company
Sinclair Pharma, headquartered in Godalming, Surrey, UK, and its rival IS Pharma, based in Chester, Cheshire, have agreed terms on a recommended merger to create Sinclair IS Pharma, a fully integrated, pan-European specialist pharmaceutical company.
The initial announcement of the merger was made in February.
IS Pharma shareholders will receive 2.6868 new Sinclair Pharma shares for each IS Pharma share. Based on the latest closing price, IS Pharma shares are valued at 99.1p, a premium of 16.6%.
Following completion of the merger, shares in Sinclair Pharma will move to trade on the AIM and will cease to trade on the London Stock Exchange main market.
The merger, subject to shareholder approval, is expected to close on 20 May, with the admission of Sinclair IS Pharma to the AIM in early June.
The enlarged group will be headquartered in the UK, with direct distribution operations in the UK, France, Germany, Italy, Spain and Ireland and its own manufacturing and product development capability.
Sinclair Pharma’s distribution partners in emerging markets provide opportunities to commercialise the enlarged group’s portfolio in these high-growth regions.
There is also an opportunity to expand Sinclair Pharma’s hospital presence in Europe and recapture margin by bringing IS Pharma’s out-licensed products back in-house.
The enlarged group will continue to focus on dermatology and specialist hospital therapies, including supportive oncology, critical care and wound care.
Sinclair Pharma chairman Grahame Cook said the merger would create significant benefits to both companies and their shareholders.
‘It will create in a single transaction an integrated pan-European specialist pharma company with greater critical mass, international reach and a more diversified product portfolio than was achievable in the short term in the two separate companies.’
He added: ‘There is good potential to increase revenues on a combined basis. The enlarged group will also have greater financial and management resources to take advantage of product and corporate acquisition and in-licensing opportunities as they arise.’
John Gregory, chairman of IS Pharma, said: ‘The merger of these two highly complementary businesses provides substantial opportunities for shareholders to benefit from the creation of a leading international specialist pharma company.
‘The increased scale of the enlarged group will provide IS Pharma with a direct presence in the top five European markets as well as strengthening the product portfolio and providing in-house development capabilities to both companies. We believe the creation of a more diversified and stronger business will deliver significant value for all shareholders.’
