Pliva Pharmaceuticals, the largest pharmaceutical company based in Central and Eastern Europe, reached a definitive agreement with Sobel N.V. ("Sobel") to acquire all of the shares (100 per cent) of Sobel Holdings Inc. ("Sobel Holdings"), a US company which owns the pharmaceutical company Sidmak Laboratories, Inc. ("Sidmak"), and its wholly-owned subsidiary, Odyssey Pharmaceuticals, Inc. ("Odyssey"), for a cash consideration of US$ 152.9 million and assumption of bank debt of US$ 59 million.
Sidmak and Odyssey (together, the "Sidmak companies"), based in East Hanover, New Jersey are a fully integrated specialty pharmaceutical enterprise offering a balanced portfolio of branded and generic products. Sidmak carries a broad line of more than 40 generic products in over 90 strengths and dosages. Odyssey, established in April 2000, is devoted solely to the acquisition, development and marketing of exclusive branded pharmaceutical products and is currently marketing six branded products.
The acquisition of the Sidmak companies is expected to provide Pliva with a number of significant strategic and financial benefits, including: direct access to the US pharmaceutical market through an established sales network to fully exploit Pliva's generic pipeline; through Odyssey, an additional sales network covering branded products; a complementary product portfolio covering some of the larges and fastest growing therapeutic areas, which can be sold through Pliva's European network; enhanced contribution of the Pharmaceuticals (Rx) Division to Pliva Group revenue; a pipeline of branded and generic products in development; synergies from product development, production, regulatory expertise, market coverage and knowledge sharing; and an experienced management team and skilled employees.
Željko È ovi æ, chief executive officer of Pliva, said: "I am very pleased to announce the acquisition of Sidmak, which is a continuation of our strategy to expand into new markets. This acquisition will enable Pliva to capitalize on the opportunities afforded by the world's largest pharmaceutical market and to better exploit our R&D potential. Sidmak provides a strong platform for Pliva's future and for the creation of additional shareholder value."
The acquisition is subject to clearance under the Hart-Scott-Rodino Antitrust Improvement Act, and the Exxon-Florio Act in the US and other customary conditions.
For the year ended 31 December 2001, the Sidmak companies' net sales increased by 34.4 per cent to US$ 100.4 million, and EBIT improved from a loss of US$ 9.8 million to earnings of US$ 4.3 million, with total assets of US$ 117.3 million and net assets of US$ 7.5 million. Pliva expects that the Sidmak companies should achieve significant sales growth in 2002, with further improvement in EBIT and EBIT margin. Pliva intends to consolidate the Sidmak companies from the date of closing, which is scheduled for this summer.
The principal assets of the Sidmak companies are product rights, ANDAs (Abbreviated New Drug Applications), NDAs (New Drug Applications), contracts and trademarks relating to a portfolio of branded and generic pharmaceuticals, a sales distribution network covering the US market, a pharmaceutical production facility and a new product development facility in East Hanover, New Jersey.
Sidmak's established product portfolio includes products covering a broad range of therapeutic areas, such as benzonatate (respiratory), cyclosporine Modified (immunosuppressant), hydralazine HCl (anti-hypertensive), hydroxyzine HCl (anti-anxiety), trazodone (anti-depressant) and metoclopramide HCl (gastrointestinal). These products are sold in numerous forms, including traditional tablets and capsules, both sustained- and extended-release, aerosols and soft gelatins.
In terms of market share, eight of Sidmak generic products are ranked number one and seven others Odyssey's portfolio contains exclusive branded products acquired from several global pharmaceutical companies. Its products currently consist of Urecholine (bethanechol chloride) the unique pharmaceutical option for treatment of non-obstructive urinary retention; Vivactil (protriptylline HCl) and Surmontil (trimipramine maleate) for the treatment of symptoms of mental depression; Antabuse (disulfiram) used in treatment of alcohol abuse as an aid to supportive and psychotherapeutic treatment; Nystatin Vaginal tablets for the treatment of vaginal candidiasis and Custodiol HTK solution, a new product in the US market used for the perfusion and preservation of Pliva's Hungarian affiliate, PAM Property Management Limited Liability Company ("PAM"), through PAM's U.S. subsidiary, Property Asset Management USA, Incorporated ("PAM Inc."), is to acquire the Sidmak companies and will fund the acquisition through an azithromycin royalty secured financing facility (US$ 165 million) arranged by Citibank N.A. and a club of five banks.
PAM has been established to serve as a key finance subsidiary of Pliva, providing funding to its international operations as well as holding and managing various assets relating to Pliva's international businesses, including the Sidmak acquisition vehicle PAM Inc. Pliva believes that, by organising a portion of its existing and future international holdings in this fashion, it has been and will be able to borrow and finance its international operations more effectively.
As a result of the acquisition, Pliva is raising forecasted revenue growth for year 2002 to "mid 20s". Due to goodwill amortization and certain costs related to the acquisition and related financing, we expect the transaction to have a neutral effect at the EBIT level in 2002, with a consequent decline in the EBIT margin compared to 2001. However, because of certain tax efficiencies related to the transaction, Pliva expects that its effective world-wide tax rate will decline in 2002 and later years. Taking the transaction into account, PLIVA is raising its EPS growth expectations for the year 2002 to around 25 per cent.
Lazard Freres & Co. LLC is acting as financial adviser to Pliva and Banc of America Securities LLC. is acting as financial adviser to Sobel on the acquisition.