Abbott Laboratories
said on Monday that it had agreed to sell its established generic drug
business outside the United States to the generic drug maker Mylan in an all-stock deal that valued at about $5.3 billion.
Under the deal, Abbott
will take a 21 percent stake worth about $5.3 billion in a new company
that combines Mylan’s existing business with Abbott’s developed markets
pharmaceuticals operations in Europe, Japan, Canada, Australia and New
Zealand.
The transaction will
allow Mylan to engage in a so-called inversion: the Pennsylvania company
would reincorporate in the Netherlands to lower its corporate taxes and
to free up cash held in overseas entities.
Mylan, whose headquarters are in Pittsburgh, unsuccessfully pursued the Swedish drug maker Meda this year in hopes of engaging in an inversion.
“We have been actively
looking at a wide range of opportunities, and the acquisition of this
business is absolutely the right next strategic transaction for Mylan as
it builds on our strong momentum, expands and further diversifies our
business in our largest markets outside of the U.S.,” Robert J. Coury,
the Mylan executive chairman, said in a statement.
Inversions have spurred a series of mergers this year, particularly in the pharmaceutical sector.
On Monday, Shire, an Irish drug maker, said its board, pending further discussions, was willing to recommend a $53 billion takeover offer from AbbVie, which spun off from Abbott last year. AbbVie would reincorporate in Ireland as part of the merger.
The generic drug
business that Abbott is selling operates in Europe, Canada and parts of
the Asia-Pacific region, and it has about 3,800 employees. It has
manufacturing facilities in France and Japan.
The business has a
portfolio of more than 100 specialty and branded generic pharmaceutical
products in five therapeutic areas, including cardiovascular and
gastrointestinal treatments.
The deal, which is
expected to close in the first quarter of 2015, would roughly double
Mylan’s revenue in Europe and generate additional annual revenue of
about $1.9 billion, Mylan said.
Mylan, founded in
1961, sells generic and specialty drugs in about 140 countries and
employs about 20,000 people. The company posted revenue of $6.9 billion
in 2013.
Abbott, based in
Chicago, will retain its generic pharmaceutical business in emerging
markets and other businesses in developed markets.
After the transaction,
Abbott said it would focus its generic drug business on emerging
markets where there is a greater opportunity for growth. The business
that remains with Abbott had revenue of about $2.9 billion in 2013.
“This transaction
provides Abbott with additional strategic flexibility as we continue to
actively manage and shape our portfolio, reflecting our commitment to
long-term, durable growth,” Miles D. White, the Abbott chairman and
chief executive, said in a statement.
Abbott said it did not intend to be a long-term shareholder in Mylan and would seek to sell its stake in the future.
Abbott posted revenue of $21.8 billion in 2013. The company operates in more than 150 countries and employs about 69,000 people.
Morgan Stanley advised Abbott on the transaction. Centerview Partners and the law firm Cravath, Swaine & Moore advised Mylan.
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