Roche, a leading research-oriented healthcare group, announced that the company completed its exit strategy from the vitamins, carotenoids and fine chemicals businesses by signing the contract to sell these businesses to DSM. Roche has also succeeded in settling all litigation with US direct customers on the vitamin price fixing case.
Roche and DSM, an active worldwide in life science products, performance materials and industrial chemical company, announced that the contract to acquire Roche's vitamins, carotenoids and fine chemicals business has been signed. This transaction is subject to approval by the anti-trust authorities. Roche and DSM expect that the closing will take place in spring of 2003. The transfer of this business fits perfectly in the strategic focusing of both companies.
DSM will pay a transaction price of EUR 1.95 billion to Roche, 1.85 billion in cash plus 2.24 million DSM shares with a value of approximately EUR 100 million. The difference to the transaction value indicated in September 2002 of EUR 2.25 billion is a result from the continued slow-down of the world's economies and the weakening of the value of the US $ versus the Swiss Franc, which both had a negative impact on the vitamin business performance compared to earlier forecasts.
This price after considering the net book value and the terms of the agreement results in an accounting impairment of operating assets of 1.65 billion Swiss Francs which will be recorded in the 2002 Roche Group year end results.
Franz B. Humer, chairman and CEO of Roche said: “The sale of the division and the litigation settlement bring a significant part of our history to an end. The transfer of our vitamins business takes place at a time when the world's economies are facing important challenges. We therefore are very pleased that an agreement was reached with DSM, a company which in combination with our vitamins unit will have a unique and coherent portfolio of businesses and leading technologies. This is a solid basis offering excellent prospects and continuity to the division and its employees. For Roche, this agreement allows to further focus our group on our two high-tech pillars, pharmaceuticals and diagnostics to further establish our position as a leading, innovation driven healthcare company.”
Peter Elverding, DSM's managing board chairman comments: “I am delighted that DSM and Roche have reached final agreement. The discussions with Roche over the last months have confirmed the fundamental attractiveness of these businesses, and its potential for result improvement. I am confident that this acquisition is a major reinforcement of the DSM Group, and that it will be earnings-per-share enhancing right away. For DSM this transaction is a very significant strategic step in our ongoing transformation into a specialties company."
As announced earlier, the present and potential future liabilities from the vitamin price fixing case will remain with Roche. In the recent weeks Roche succeeded in settling all outstanding litigation with direct US customers. Settlements could also be reached with the majority of indirect US customers. The provisions for both the settled claims and the remaining open cases with US indirect customers will be increased by CHF 570 million to CHF 1.770 billion for the full year 2002, and it is expected that no additional provisions be required for these US cases.
Since pioneering the industrial synthesis of vitamin C in 1934, Roche has been the leading manufacturer of vitamins. Today the Vitamins and Fine Chemicals Division offers a wide range of products to help improve nutrition and prevent and treat disease. The division researches, produces, markets and supplies vitamins, carotenoids, citric acid and other fine chemicals for animal feed, food, pharmaceutical and cosmetics industries. In the first nine months of 2002 the Vitamins and Fine Chemicals Division achieved sales of 2'574 billion Swiss francs.