Hospira Announces $2 Billion Agreement to Acquire Mayne Pharma
20 Setembro 2006 - 8:33PM
PR Newswire (US)
-- Combination Doubles Hospira's International Presence and Creates
the World's Leading Generic Injectable Pharmaceuticals Company --
LAKE FOREST, Ill., Sept. 20 /PRNewswire-FirstCall/ -- Hospira, Inc.
(NYSE:HSP), a leading global hospital products company, and Mayne
Pharma Limited (ASX:MYP), a leading Australia-based specialty
injectable pharmaceuticals company, today announced that the
companies have entered into an agreement for Hospira to acquire
Mayne. Under the terms of the agreement, Mayne shareholders will
receive AUD$4.10 cash per outstanding ordinary share of Mayne, or a
total equity consideration of approximately AUD$2.6 billion (US$2.0
billion), including options. The transaction represents a 32
percent premium over Mayne's Sept. 18, 2006, closing price. "This
combination will create the leading generic injectable
pharmaceuticals company in the world -- delivering unparalleled
value to the global healthcare system as well as our respective
shareholders and employees," said Christopher B. Begley, chief
executive officer, Hospira. "The Mayne acquisition more than
doubles Hospira's international presence and significantly
accelerates the expansion of our generic injectables business."
Compelling Strategic Rationale The combination of Hospira and Mayne
represents an excellent strategic fit, with highly complementary
product portfolios and geographic footprints. The acquisition is
expected to: -- Establish Hospira as the worldwide leader in
generic injectable pharmaceuticals. Today, Hospira holds the No. 1
generic injectables market position in the United States, backed by
the industry's broadest portfolio and a growing product pipeline.
Mayne Pharma's leadership positions in Europe and Australia, and
significant presence in Canada, strengthens Hospira's global reach
with an attractive marketed portfolio and strong pipeline. --
Accelerate Hospira's global expansion. The acquisition doubles
international sales to nearly 30 percent of Hospira's total sales
and, importantly, expands the company's international
infrastructure with the addition of Mayne's global sales and
distribution platform. -- Expand and solidify Hospira's oncology
presence. Oncolytics represent roughly half of Mayne's product
portfolio, which boasts a comprehensive range of agents across this
important and fast-growing therapeutic category and significantly
strengthens Hospira's product offerings. -- Provide Hospira with
potent/cytotoxic manufacturing and research and development
(R&D) capabilities. Mayne's comprehensive and differentiated
expertise in formulating and manufacturing potent and cytotoxic
compounds supplements Hospira's already-broad development and
manufacturing capabilities. -- Continue to help reduce the overall
costs of healthcare -- to improve both the affordability of care
for patients and the financial health of the global healthcare
system. By increasing the number and availability of generic
injectable drugs in its portfolio, Hospira will be better
positioned to provide high-quality, more cost-effective
alternatives to many proprietary pharmaceuticals. "Mayne has grown
rapidly over recent years and we believe will continue to grow
under the ownership of Hospira, which will provide access to
greater resources, particularly in the important U.S. market," said
Peter Willcox, chairman, Mayne Pharma. "Hospira has a long
heritage, much like our own company, and will encourage the
development of our business to the benefit of our customers and
employees." "We look forward to welcoming our Mayne colleagues to
Hospira and fully expect their talents and skill sets to contribute
to our future success," said Begley. Transaction Details The
transaction is subject to Mayne shareholder, regulatory and court
approvals, as well as customary closing conditions. Assuming all
necessary approvals are secured, the transaction is expected to be
completed by the end of the current calendar year. Financials The
combination of the two companies is estimated to generate a minimum
of $50 million of annualized synergies in 2008. Hospira expects to
achieve annual savings through infrastructure optimization as well
as improved supply chain, administrative and other operational
efficiencies. After giving effect to estimated synergies, the
transaction is expected to be accretive to earnings per share in
2007, excluding the impact of transaction-related expenses, such as
purchase accounting charges and integration costs, and the
amortization of intangible assets. The impact on GAAP earnings per
share, before the effect of transaction-related expenses, is
estimated to be neutral in 2008. Purchase accounting charges and
the amortization of intangible assets will be finalized after the
transaction's close. To finance the acquisition, Hospira will use
available cash and incur approximately $1.9 billion of debt under
committed financing facilities provided by Morgan Stanley. Using
Hospira and Mayne's strong combined cash flow, the company intends
to pay down the debt as quickly as feasible. Advisors Morgan
Stanley is acting as financial advisor and Baker & McKenzie is
acting as legal advisor to Hospira. Merrill Lynch is acting as
financial advisor and Clayton Utz is acting as legal advisor to
Mayne Pharma. Webcast A conference call for investors and media
will be held at 7:30 a.m. Central Time on Thursday, Sept. 21, 2006.
A live webcast of the conference call will be available at
http://www.hospirainvestor.com/. Listeners should log on
approximately 10 minutes in advance to ensure proper computer setup
for receiving the webcast. A replay will be available on the
Hospira Web site for 30 days following the call. About Hospira
Hospira, Inc. is a global specialty pharmaceutical and medication
delivery company dedicated to Advancing Wellness(TM) by developing,
manufacturing and marketing products that help improve the
productivity, safety and efficacy of patient care. With 70 years of
service to the hospital industry, Hospira's portfolio includes one
of the industry's broadest lines of generic acute-care injectables,
which help address the high cost of proprietary pharmaceuticals;
integrated solutions for medication management and infusion
therapy; and the leading U.S. injectable contract manufacturing
business. Headquartered north of Chicago in Lake Forest, Ill.,
Hospira has approximately 13,000 employees and 14 manufacturing
facilities worldwide. Hospira's news releases and other information
can be found at http://www.hospira.com/. About Mayne Pharma Mayne
Pharma Limited is a specialty pharmaceutical company focused on
developing, manufacturing and selling a comprehensive range of
products to oncology customers in more than 65 countries around the
world. The company seeks to augment its growth by accessing
additional marketed or development- stage products either through
acquisition or partnership. Mayne Pharma generated sales of more
than AUD$800 million in its financial year ended 30 June 2006 and
is listed on the Australian Stock Exchange under the symbol 'MYP'.
For more information about Mayne Pharma, please visit
http://www.maynepharma.com/. Private Securities Litigation Reform
Act of 1995 -- A Caution Concerning Forward-Looking Statements This
press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding the proposed business combination of
Hospira and Mayne Pharma, the anticipated consequences and benefits
of such transaction, projected cost savings and the projected
impact on Hospira's earnings. Hospira cautions that these
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements. Risks and
uncertainties relating to the proposed transaction include: the
risk that regulatory approvals will not be obtained on a timely
basis or at all; the risk that the transaction will not be
consummated; risks relating to the integration of Mayne Pharma's
business into Hospira, including incurring higher than expected
costs or experiencing delays or other difficulties associated with
the integration; the risk that the anticipated benefits and
synergies from the transaction will not be realized; and risks
associated with Hospira's incurrence of substantial indebtedness.
Economic, competitive, governmental, technological and other
factors that may affect Hospira's operations and may cause actual
results to be materially different from expectations include the
risks, uncertainties and factors discussed under the headings "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Hospira's Annual Report on
Form 10-K for the year ended Dec. 31, 2005, and subsequent
Quarterly Reports on Form 10-Q, filed with the Securities and
Exchange Commission, which are incorporated by reference. Hospira
undertakes no obligation to release publicly any revisions to
forward-looking statements as the result of subsequent events or
developments. FACT SHEET PROPOSED HOSPIRA-MAYNE PHARMA ACQUISITION
The proposed acquisition would pair two leading suppliers of
specialty injectable pharmaceuticals to create the largest generic
injectable presence worldwide. The combination of Hospira and Mayne
Pharma represents an excellent strategic fit, with highly
complementary businesses. HOSPIRA* MAYNE PHARMA+ FINANCIALS (BASED
ON MOST RECENT FISCAL YEAR) FISCAL YEAR Jan. 1 through July 1
through Dec. 31 June 30 SALES ~$2.6 billion ~AUD$800 million,
full-year 2005 US $600 million fiscal-year 2006 SHARES OUTSTANDING
161,654,024 640,655,416 R&D EXPENSE $138.8 million AUD$56.7
million, US$42.9 including capitalized costs GLOBAL FOOTPRINT
HEADQUARTERS Lake Forest, Ill. USA Melbourne, Australia EMPLOYEES
Approx. 13,000 Approx. 2,000 worldwide worldwide SALES FORCE
Approx. 650 employees Approx. 200 worldwide worldwide OPERATIONS 14
manufacturing Five manufacturing facilities, including facilities,
including Ashland, Ohio; Austin, Mulgrave, Australia; Texas;
Buffalo, N.Y.; Boulder, Colo.; Clayton, N.C.; Wasserburg, Germany;
McPherson, Kan.; Aguadilla, Puerto Morgan Hill, Calif.; Rico;
Salisbury, Rocky Mount, N.C.; Australia; and a North Chicago, Ill.;
joint venture in the Dominican Republic; Ahmedabad, India Costa
Rica; Liscate, Italy; (under construction) Montreal, Canada; and
Donegal and Sligo, Ireland MAJOR BUSINESSES/ PRODUCTS OVERVIEW
Hospira is a leader Mayne Pharma is an in the manufacture and
international leader supply of a broad range in generic and of
hospital products specialty including: pharmaceuticals, - Specialty
injectables focusing on (primarily generic oncology and the
acute-care injectables) medications used in - Medication management
the treatment of systems (including cancer. The company electronic
infusion also offers contract pumps and safety manufacturing
software) services for some - Infusion therapy of the world's
solutions/supplies largest - Sedation/anesthesia pharmaceutical
products companies. - Third-party injectable contract manufacturing
MARKET LEADERSHIP In the United States: Generic injectables: - # 1
in generic injectables - # 1 in Australia - # 1 in
patient-controlled - # 1 in Europe with analgesia devices leading
positions - # 1 in contract in Belgium, Italy manufacturing and the
United - # 2 in medication Kingdom management systems - # 2 in
generic (infusion pumps) injectables in - # 2 in infusion therapy
Canada - Established presence in the United States THERAPEUTIC
AREAS Hospira offers more Mayne Pharma offers than 130 generic an
extensive range injectable products of more than in more than 600
dosages 150 medications in and formulations. multiple Product areas
include presentations and anti-infectives, analgesics, strengths.
Product anesthesia, cardiovascular, areas include emergency and
other oncology, therapeutic segments. anti-infectives and pain
management and other therapeutic segments. SPECIALTY INJECTABLES
PIPELINE At the end of 2005, Mayne Pharma Hospira had 46 products
currently has in development representing 46 molecules 30
compounds, up from in its product 36 products in pipeline.
development in 2004 and less than a handful prior to the spin. *
All Hospira financial figures in U.S. dollars + Proforma, Australia
GAAP http://www.newscom.com/cgi-bin/prnh/20040503/HSPLOGO
http://www.newscom.com/cgi-bin/prnh/20060920/CGTH053LOGO
http://photoarchive.ap.org/ DATASOURCE: Hospira, Inc. CONTACT: U.S.
Media, Stacey Eisen, +1-224-212-2276, Australian Media, Tony
Rasman, Fleishman Hillard Australia, +61 418 208 770, or Financial
Community, Lynn McHugh, +1-224-212-2363, all for Hospira, or Media,
Sue Cato, Cato Counsel, +61 419 282 319, Matt Horan, Cato Counsel,
+61 403 934 958, or Financial Community, Andrew Rowe, +44 20 7420
8426, +44 7920 598 353 (mobile), all for Mayne Pharma Web site:
http://www.hospira.com/
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