Deals



Takeda to Acquire Nycomed


Posted: 22nd May 2011 12:55

Takeda Pharmaceutical Company Limited (“Takeda”, TSE: 4502) and Nycomed A/S (“Nycomed”) jointly announced that Takeda has reached an agreement with the shareholders of Nycomed in which Takeda will acquire the Zurich-headquartered company for 9.6 billion Euro on a cash-free, debt-free basis. The boards of directors of each company unanimously approved the transaction which is expected to be completed within 90 to 120 days, making it a wholly owned subsidiary of Takeda, subject to antitrust clearance. The purchase would exclude Nycomed’s U.S. dermatology business.

The sellers are comprised of a consortium of private equity funds led by Nordic Capital Funds V and VI (“Nordic Capital”), including DLJ Merchant Banking Partners (a Credit Suisse affiliate), Coller International Partners IV and V, and Avista Capital Partners.

This transformational transaction is a strategic fit with Takeda’s sustainable growth strategy as it was outlined in its 2011–2013 Mid-Range Plan. Takeda has its strong presence in the Japanese and U.S. markets, while Nycomed has a significant business infrastructure in Europe and high-growth emerging markets that will enhance Takeda’s regulatory development expertise and commercialization capability. The acquisition includes the roflumilast franchise (Daxas®; trade name in Europe), a first-in-class treatment for chronic obstructive pulmonary disease (COPD), which is expected to be a major source of revenue growth for Takeda. In addition, the acquisition will bring Takeda an immediate and stable increase in cash flow with Nycomed’s more than 2.8 billion Euro in annual revenue, excluding the U.S. Dermatology business.

“Takeda is committed to transforming our organization through the acquisition of Nycomed. Nycomed enables Takeda to maximize the value of our portfolio and gives us an immediate strong presence in the high-growth emerging markets while doubling Takeda’s European sales,” said Yasuchika Hasegawa, President & CEO of Takeda. “Nycomed’s strength in a geographically wide range of markets and its diverse talent base will be a strong driver to helping us realize our important mission of striving toward better health for patients worldwide through leading innovation in medicine.”

Nycomed, headquartered in Zurich, Switzerland, is a privately-owned pharmaceutical company with strong presence in Europe and emerging markets. Nycomed’s diversified product portfolio includes both established prescription pharmaceutical products as a primary revenue driver, and over the counter (OTC) products. It has a strong European commercial network and is aggressively growing in emerging markets which account for more than 50 percent of global pharmaceutical growth. Its key success factors include the utilization of its broad product range and the application of commercialization and development strategies that fit with the market environment and medical needs in each individual country and region.

“The combination of Takeda’s successful track record of innovation with Nycomed’s efficient commercialization and manufacturing infrastructure will create a global player with a phenomenal ability to bring medicines to patients and healthcare providers around the world,” said Håkan Björklund, Chief Executive Officer of Nycomed.

Through the addition of Nycomed’s remarkable entrepreneurial corporate culture to Takeda’s corporate culture, nurtured for more than two centuries, Takeda is aiming to become a truly global pharmaceutical company with a diversified talent base capable of conducting global business effectively.

Since being acquired by Nordic Capital along with co-investors in 2005, Nycomed has followed an aggressive growth strategy that has propelled the company to an international player with a broad and strong market presence.

“The investment in Nycomed has outperformed even the highest expectations. We are proud to have contributed to Nycomed's development into a world-class pharmaceutical company with a strong market position and product pipeline. I feel confident that Takeda will be able to further build upon Nycomed’s potential and create an even stronger company with a global market presence,” said Kristoffer Melinder, Managing Partner of NC Advisory AB, advisor to the Nordic Capital funds.

 

Legal advisors on the deal:

Freshfields Bruckhaus Deringer

Co-Head of the healthcare sector group Julian Long commented:

‘This transaction represents the largest European private equity deal since KKR’s acquisition of Alliance Boots in 2007 and the largest cross-border acquisition by a Japanese company in recent years.’ 

‘The deal is symptomatic of three main trends we are seeing in this space - an increasing corporate appetite for expansion and growth in emerging markets, particularly Russia, Brazil and China; the growing attractiveness of European M&A for Asian and US companies and increasing M&A in the Healthcare sector, including disposals by private equity houses.’

Mr Long can be contacted on +44 207 832 7027 or by email at Julian.long@freshfields.com

Legal advisors on the deal:

Private Equity partner David Sonter commented: 

’We are delighted to have been chosen to work on this deal which was the result of our acknowledged expertise and reputation for executing large and complex international M&A, our strong record in advising private equity investors and our deep healthcare sector knowledge. Our team of over 50 lawyers from London, New York, Japan, Germany, Russia, The Netherlands and Saudi worked together with the Nycomed legal team led by Michael Kuner and law firms in a number of other countries to deliver what is without doubt a great result for the private equity owners of Nycomed and yet another example how well companies can develop under PE ownership’

Mr Sonter can be contacted on +44 207 832 7140 or by email at david.sonter@freshfields.com


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