Endo creates generics powerhouse with Par acquisition

DUBLIN — Endo International on Monday acquired Par Pharmaceutical Holdings in a transaction valued at $8.1 billion, including assumption of Par debt. 

 

The combination will create a leading specialty pharmaceutical company with a generics business that is one of the industry's fastest growing and among the top five as measured by U.S. sales, Endo stated. It is also expected to help drive long-term double-digit revenue growth for Endo. The transaction has been unanimously approved by the boards of directors of Endo and Par, and is supported by the management teams of both companies. There are no further shareholder approvals required.

 

The purchase price will consist of approximately 18 million shares ($1.6 billion of value based on the 10-day volume weighted average share price of Endo ending on May 15, 2015) of Endo equity and $6.5 billion cash consideration to Par shareholders. Endo has secured fully committed financing from Deutsche Bank and Barclays to fund the cash consideration. Endo expects to implement a permanent capital structure to finance the transaction prior to the close that would include a combination of cash, debt and an equity offering.   

 

"Our generics business, Qualitest, continues to be an extremely attractive and effective growth driver for Endo. This transaction with Par builds upon our generics growth, adding a strong portfolio of high barrier-to-entry and attractive gross margin products while also transforming Endo, creating a powerful corporate platform for future growth and strategic M&A," said Rajiv De Silva, president and CEO of Endo. "We believe the acquisition of Par underscores the continued execution of Endo's value-driven M&A strategy and helps deliver on our goal of achieving double-digit revenue growth for the overall business over the long-term. We are also excited to welcome Paul Campanelli to the Endo leadership team. With more than 25 years of experience in the generics industry and nearly 15 years at Par, Paul has demonstrated a clear track record of success in innovation and strategic management in specialty generics."

 

"This is an exciting time of growth and opportunity in the generics and specialty pharmaceutical arenas. Par Pharmaceutical is committed to significantly expanding our scope, capacity and capabilities to realize the maximum value of our rich and diversified product portfolio and R&D pipeline. We believe our combination with Endo best positions us to do so," Campanelli, CEO of Par Pharmaceutical, said. "We share Endo's goal of developing and commercializing generic drugs in areas of greatest revenue potential, complex formulations and longer life cycles. I look forward to joining the Endo team and working together to achieve that goal."

 

Par Pharmaceutical is a privately-held company that was acquired through a take-private transaction by an affiliate of TPG in 2012.

 

"Over the last three years, we have enjoyed partnering with the Par team to create a more diversified company with expanded capabilities, an enhanced product pipeline and more robust business development opportunities, all resulting in significant growth," said Todd Sisitsky, managing partner of TPG Capital North America. "The success of Par, in part, reflects our continued focus and operational expertise in the growing healthcare industry. It has been a pleasure to invest in such a great company and support Par's outstanding management team as they have grown and diversified their business. As part of Endo, Par will be well-positioned to drive future growth and we look forward to continuing to participate in the company's next chapter of success."

 

With the addition of Par's product portfolio and R&D pipeline, Endo's already rapidly growing generics business unit is expected to become one of the largest and fastest growing in the industry, with double-digit revenue growth over the long-term and a broad product pipeline. The Par portfolio includes nearly 100 products in multiple dosage forms and delivery systems, including oral solids, oral suspensions, injectables and high barrier-to-entry products. This portfolio is highly profitable with increasing adjusted gross margins. The transaction is also expected to help drive double-digit growth for Endo's overall business, expanding the company's corporate scope, size and future M&A potential.

 

Par offers a pipeline consisting of more than 200 abbreviated new drug applications, 115 of which were filed with the Food and Drug Administration as of Dec. 31, 2014. Approximately 33% of the filed ANDAs are potential first-to-file or first-to-market opportunities and 75% of the overall development portfolio consists of Paragraph IV and first-to-file programs — all of which could provide a period of market exclusivity if approved. It is expected that the Par R&D pipeline could generate approximately 20 to 25 ANDA filings each year in 2015, 2016 and 2017.

 

Barclays, Deutsche Bank and Houlihan Lokey acted as financial advisors to Endo. JP Morgan acted as financial advisor to Par and its shareholders. Skadden, Arps, Slate, Meagher & Flom were Endo's legal advisors and Ropes & Gray acted as legal advisors to Par and its shareholders.