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8-K - FORM 8-K - Actavis, Inc. | y91487r1e8vk.htm |
EX-2.1 - EX-2.1 - Actavis, Inc. | y91487r1exv2w1.htm |
Exhibit 99.1
CONTACTS: | Investors: | |||
Patty Eisenhaur | ||||
(862) 261-8141 | ||||
Media: | ||||
Charlie Mayr | ||||
(862) 261-8030 |
Watson Acquires Specifar Pharmaceuticals
| Adds Leading Pan-European Generic Development Business | ||
| Enhances Watsons Commercial Capabilities in Key European Markets By Providing a Portfolio of Approved Products | ||
| Expands Watsons Commercial Presence into 6 Billion Greek Market | ||
| Expected to be Immediately Accretive to Non-GAAP Earnings | ||
| Esomeprazole Tablets in Development for International Markets Offers Upside Potential | ||
| Adds Experienced European Management Team as well as Flexibility and Capabilities to Watsons Global Supply Chain |
PARSIPPANY, NJ and ATHENS, GREECE May 25, 2011 Watson Pharmaceuticals, Inc. (NYSE: WPI) and
Specifar Pharmaceuticals S.A. today jointly announced that Watson has acquired the privately-held
multinational generic pharmaceutical developer, manufacturer and marketer for 400 million ($562
million) in cash and certain contingent consideration. As a result of the acquisition, Watson
gains a leading generic product development company that develops and out-licenses products
throughout the world. In addition, this acquisition enhances Watsons commercial presence in key
European markets by providing a portfolio of approved products. The transaction also gives Watson
a strong branded-generic commercial presence in the 6 billion Greek pharmaceutical market.
Specifars pipeline includes a generic tablet version of Nexium® (esomeprazole), which
could launch in certain European markets as early as the fourth quarter of 2011. Under the terms
of the acquisition agreement, Specifars former owners could receive additional consideration
based on future profits from this product.
Page 1 of 5
Watson anticipates that the transaction will be immediately accretive to 2011 non-GAAP earnings.
Specifar, with annual revenue of approximately 85 million for 2010, operates two core businesses.
The Company is a third-party product developer, with approximately 400 marketing authorizations
licensed to third parties for sale in 36 countries, predominantly in Europe. Specifar has eight
products currently filed in the EU and additional products in development. The Companys
development business, which operates internationally, accounts for more than 70% of total
revenues.
The Specifar group is in the top five in the Greek branded-generic market, with a portfolio of
more than 30 products, including internally developed and in-licensed products sold through a
sales force of 170 employees. Specifar also markets products in Greece under the Alet
Pharmaceuticals brand through a separate 55 representative sales force.
Specifar currently manufactures generic pharmaceutical products in a modern, EU-approved facility
located in Athens with capacity for approximately 1 billion doses annually. A new
state-of-the-art facility is currently under construction just outside of Athens. This facility
will provide capacity to manufacture an additional 3 to 5 billion doses, further enhancing
Watsons global supply chain. EU certification of the new facility is expected in mid-2012. This
capacity will ultimately permit Watson to convert additional third-party manufactured products to
own-manufactured.
We are very pleased that Specifar has become part of our global organization. We look forward to
working with the management team to continue Specifars growth and to expanding the opportunities
for success within Watson, said Paul Bisaro, Watsons President and CEO.
The strategic significance of this combination is substantial. Watson will now have a powerful
product development capability recognized throughout the industry for its strong track record of
successfully launching products in key European markets, supported by an accomplished R&D and
regulatory capability. The development business will continue to develop and market products to
third parties under the Specifar name and now will also develop products for Watsons commercial
groups worldwide. In addition, we intend to expand Specifars development capabilities and create
a center of excellence for product development in
international markets. We also believe that Specifars European management expertise and existing
business relationships will support Watsons current and future commercial expansion in European
countries.
Watson also gains a substantial commercial position in the Greek branded-generic market where the
Specifar and Alet brands currently rank in the top five, Watson can leverage its portfolio of
products through these effective sales platforms. Greeces generic product utilization is
currently one of the lowest in Europe, providing us with a significant opportunity to capitalize
on growth in this market, Bisaro continued.
Finally, the Esomeprazole tablet opportunity represents a significant upside potential for
Watson. As there are certain variables surrounding this product, we have structured the
esomeprazole opportunity as an earn-out allowing Specifars former owners to participate in any
potential commercial upside from this product, Bisaro concluded.
Transaction Terms
Under the terms of the agreement, Watson acquired Specifar for 400 million ($562 million) in
cash. Specifars former owners could also receive additional consideration based upon future
profits of Esomeprazole tablets during its first five years of sales, up to a maximum of 40
million. Watson funded the transaction using cash on hand and borrowings from its revolving credit
facility. The deal is expected to be immediately accretive to non-GAAP earnings. The transaction
was signed and closed simultaneously.
Jefferies & Company, Inc. advised Watson in this transaction. Rothschild and Eurobank EFG advised
Specifar.
Webcast and Conference Call Details
Watson will host a conference call for investors and analysts on May 25, 2011 at 8:30 a.m. Eastern
Time to discuss the transaction. The dial-in number to access the call is US/Canada (877)
251-7980, International (706) 643-1573. A taped replay of the call will be available approximately
2 hours after the calls conclusion and will remain available through 12:00 midnight Eastern Time
on June 8, 2011. The replay may be accessed by dialing (800) 642-1687 and entering passcode
70557783. From international locations, the replay may be accessed by dialing (706) 645-9291 and
entering the same pass code. To access the live webcast, go to Watsons Investor Relations Web
site at http://ir.Watson.com. A replay of the
webcast will also be available.
About Watson Pharmaceuticals, Inc.
Watson Pharmaceuticals, Inc. is an integrated global specialty pharmaceutical company. The Company
is engaged in the development, manufacturing, marketing and distribution of generic pharmaceuticals
and specialized branded pharmaceutical products focused on Urology and Womens Health. Watson has
operations in many of the worlds established and growing international markets.
For press release and other company information, visit Watson Pharmaceuticals Web site at
http://www.watson.com.
About Specifar
Specifar is a multinational generic pharmaceuticals company with its headquarters in Greece and
representative offices in Europe. Specializing in development, production, distribution and sales &
marketing, Specifar commits to delivering high-quality and affordable medicines to patients and its
customers. Specifar employs approximately 460 people worldwide and has obtained more than 600
Marketing Authorizations in Europe, South Africa, Canada, the Middle East and Asia.
Forward-Looking Statement
Statements contained in this press release that refer to Watsons estimated or anticipated future
results or other non-historical facts are forward-looking statements that reflect Watsons current
perspective of existing trends and information as of the date of this release. For instance, any
statements in this press release concerning prospects related to Watsons strategic initiatives,
product introductions and anticipated financial performance are forward-looking statements. It is
important to note that Watsons goals and expectations are not predictions of actual performance.
Watsons performance, at times, will differ from its goals and expectations. Actual results may
differ materially from Watsons current expectations depending upon a number of factors affecting
Watsons business. These factors include, among others, the inherent uncertainty associated with
financial projections; successful integration of the Specifar acquisition and the ability to
recognize the anticipated synergies and benefits of the Specifar acquisition; the impact of
competitive products and pricing; the difficulty of predicting the timing or outcome of litigation;
periodic dependence on a small number of products for a material source of net revenue or income;
variability of trade buying patterns; changes in generally accepted accounting principles; risks
that the carrying values of assets may be negatively impacted by future events and circumstances;
the timing and success of product launches; the difficulty of predicting the timing or outcome of
product development efforts and regulatory agency approvals or actions; market acceptance of and
continued demand for Watsons and Specifars products; costs and efforts to defend or enforce
intellectual property rights; difficulties or delays in manufacturing; the availability and pricing
of third party sourced products and materials; successful compliance with governmental
regulations applicable to Watsons and Specifars facilities, products and/or businesses; changes
in the laws and regulations, affecting among other things, pricing and reimbursement of
pharmaceutical products; and such other risks and uncertainties detailed in Watsons periodic
public filings with the Securities and Exchange Commission, including but not limited to Watsons
Annual Report on form 10-K for the year ended December 31, 2010 and its Quarterly Report on Form
10-Q for the period ended March 31, 2011. Except as expressly required by law, Watson disclaims any
intent or obligation to update these forward-looking statements.
All trademarks are the property of their respective registered owners.