Actavis plc, a leading global specialty pharmaceutical company, and the owners of Auden Mckenzie Holdings Limited, a dynamic and fast growing company focussed on the development, licencing and marketing of niche generic medicines and proprietary brands in the UK, announced that they have reached a definitive agreement, under which Actavis will acquire Auden Mckenzie for approximately £306 million in cash, plus a two-year royalty on a percentage of gross profits of one of Auden Mckenzie's products.  Auden Mckenzie will be acquired on a debt free basis, and the transaction will exclude Auden Mckenzie's real estate portfolio.

The acquisition will make Actavis the number one supplier of generic pharmaceuticals in the UK.  Following the close of the acquisition, and the anticipated combination of Actavis and Allergan later this year, Actavis will hold the number three position in the supply of UK pharmaceuticals.  The acquisition of Auden Mckenzie is expected to be immediately accretive to Actavis' non-GAAP earnings in 2015.

Actavis currently markets more than 650 generic products in the UK, and has approximately 85 additional products under registration and development. The combination with Auden Mckenzie is anticipated to add approximately 175 new generic and branded products, as well as a pipeline of approximately 40 additional products, in various dosage forms, for treatments across a broad spectrum of therapeutic areas. The acquisition is subject to certain conditions, including approval by regulatory authorities, and is expected to close in the first quarter of 2015.  

"Auden Mckenzie is one of the leading pharmaceutical companies in the UK, and the opportunity to combine this profitable and growing company into the Actavis UK business demonstrates our commitment to invest in and expand strategically in our global generics business," said Brent Saunders, chief executive officer, and president of Actavis.

"This strategic combination is highly synergistic with our UK business, is immediately and highly accretive and reflects our commitment to invest to achieve a top position in key international markets," added Robert Stewart, Actavis chief operating officer and incoming executive vice president Actavis, and president, generics and global operations.

"Since its inception in 2000, Auden Mckenzie has established a notable position among the UK niche generic businesses by adopting a dynamic and entrepreneurial approach to developing and marketing generic medicines," said Amit Patel, Managing Director of Auden Mckenzie.  "We see in Actavis a company with the same entrepreneurial qualities.  With its multinational resources and scope, Actavis will be able to achieve further growth based on Auden Mckenzie's existing products and pipeline of new products."

Latham & Watkins is serving as legal counsel to Actavis.  Morgan Lewis is serving as legal counsel to Auden Mckenzie.  Roger Davies of Redpharma is serving as an adviser to Auden Mckenzie.