Perrigo acquires fifth largest player within the European OTC market for $4.5 billion
DUBLIN — Perrigo and Omega Pharma, one of the largest OTC healthcare companies in Europe, on Thursday announced that they have entered into a definitive agreement in which Perrigo has agreed to acquire Omega for $4.5 billion; this is comprised of the purchase of Omega's equity for $3.1 billion and the assumption of $1.4 billion in debt. The transaction, funded through a combination of cash, debt, and equity will enhance Perrigo's OTC product offering and expand its distribution through Omega's established platform, the companies stated.
"The combination of these two great companies accelerates Perrigo's international growth strategy, substantially diversifies our business streams and establishes a durable leadership position in the European OTC marketplace," stated Perrigo chairman, president and CEO Joseph Papa. "We believe this strategic transaction will enhance shareholder value by further strengthening our industry-leading revenue and cash flow growth profile and by expanding market opportunities. Omega brings a leading OTC product portfolio, European capabilities and a highly experienced management team to support Perrigo's continued growth," he said. "Our strong financial performance and operational structure have enabled the continued growth and globalization of our business model with Ireland as our gateway for this expansion. Together, our combined company will have an even larger product portfolio, broader geographic reach, and enhanced scale."
"Since our founding in 1987, we have been relentlessly executing our pharmacist-focused growth strategy across Europe. We have successfully developed a top OTC product portfolio and a leading European commercial infrastructure," commented Marc Coucke, Omega CEO. "This is an exciting time in the history of our company. My continued ownership investment demonstrates my confidence in the potential for the combined company. Together, we will have a substantially broader product portfolio with established global platforms and commercial channels to better serve our customers and patients."
Omega generated approximately $1.6 billion of revenue during the twelve months ended Sept. 30, 2014, making it the fifth largest player within the European OTC market and the largest or second largest player in four individual European markets. Omega owns many leading cough & cold, skincare, pain relief, weight management and gastrointestinal treatment brands, among its portfolio of roughly 2,000 products. Omega has a strong presence in both established and emerging growth economies. Including product acquisitions, Omega has delivered compound annual revenue growth of approximately 10% over the last five years. Headquartered in Belgium, Omega also offers geographic diversification with a commercial presence in 35 countries.
Perrigo has also identified opportunities for incremental for top-line growth, driven by leveraging many of Perrigo's 3,000 complementary products across its core segments in OTC, VMS, and animal health into Omega's European commercial network.
The proposed transaction, which has been unanimously approved by the respective boards of directors of Perrigo and Omega, is subject to the satisfaction of closing conditions, including customary regulatory approvals. The transaction is expected to close in the first quarter of calendar year 2015.
J.P. Morgan Securities and Barclays are serving as financial advisers to Perrigo, and Freshfields Bruckhaus Deringer is serving as legal adviser. Morgan Stanley is serving as financial adviser to the sellers (Waterland Private Fund V CV, Marc Coucke and co-investors) in connection with this transaction, and Allen & Overy is serving as legal adviser.