Pfizer and Kohlberg Kravis Roberts & Co L.P. (together with its affiliates, “KKR”) announced they have entered into an agreement whereby an affiliate of KKR will acquire Pfizer’s Capsugel business for $2.375 billion in cash. Capsugel, the world leader in hard capsules and an innovator in drug-delivery systems, generated approximately $750 million in revenue and manufactured more than 180 billion hard capsules in 2010.
Capsugel is the world’s leading provider of hard capsules and an innovator in drug delivery systems for the pharmaceutical, OTC and health and nutrition industries. Capsugel offers a comprehensive array of products and services, from hard gelatin, vegetarian and liquid-filled capsules, to innovative R&D equipment and liquid formulations as part of its Licaps Drug Delivery System.
“The transaction is an endorsement of Capsugel’s consistent success to date and its potential for future growth with KKR, a firm with deep industry expertise and a long history of partnering with market-leading businesses to take them to the next level,” said Guido Driesen, president and general manager of Capsugel. “Capsugel’s employees and I are excited to work with KKR and eager to enhance the value of our business in partnership with our customers.”
Over the past 34 years, KKR has invested in more than 185 transactions with a total value of more than $435 billion. KKR’s current private equity portfolio includes over 60 portfolio companies with over $210 billion of annual revenues and more than 900,000 employees.
Henry R. Kravis and George R. Roberts, Co-Founders, Co-Chairmen and Co-CEOs of KKR, stated, “Capsugel has an excellent portfolio and outstanding reputation for providing high-quality, innovative drug-delivery solutions. We look forward to working with Capsugel’s talented employees and investing in this business. We share Capsugel’s enthusiasm for its future potential to grow, develop and continue to deliver an unmatched quality of products.”
Pfizer expects to make additional repurchases of its common stock on the open market during 2011 as a result of this transaction, assuming completion this year. Pfizer’s repurchases of its common stock funded by Capsugel sale proceeds would be in addition to the previously announced anticipated repurchase of approximately $5 billion of shares planned for 2011. Pfizer will also continue to look to identify and invest in other opportunities to maximize its value, including business development.
As a result of this transaction, Pfizer is updating its previous 2011 Reported Revenue guidance range from $66.0 - $68.0 billion to $65.2 - $67.2 billion, and its previous 2012 Reported Revenue target range from $63.0 – $65.5 billion to $62.2 - $64.7 billion, while maintaining all other elements of its 2011 financial guidance and 2012 financial targets.
Capsugel will maintain a corporate presence in the United States, with its global headquarters located in New Jersey. All Pfizer colleagues currently dedicated to this business will be transferred to Capsugel, which will be under the leadership of Guido Driesen upon the completion of the transaction.
The transaction is subject to customary closing conditions, including regulatory approval in certain jurisdictions, such as the US and the European Union, among others. The companies expect to complete the transaction in the third quarter of 2011, assuming the receipt of the required regulatory clearances and satisfaction of other closing conditions.
Pfizer’s financial advisors for the transaction were Morgan Stanley & Co. Incorporated and Guggenheim Securities, LLC. Cadwalader, Wickersham & Taft LLP and White & Case LLP acted as legal counsel for Pfizer. Simpson Thacher & Bartlett LLP acted as legal counsel for KKR.
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global investment firm with $61.0 billion in assets under management as of December 31, 2010. With 14 offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes.