- Transaction will significantly
enhance Pfizer’s Global Established Pharmaceutical (GEP)
Business
- Transaction valued at $90 per
Hospira share, for a total enterprise value of approximately $17
billion
- Expected to be immediately accretive
upon closing; $0.10-$0.12 accretion expected in first full
year after close with additional accretion anticipated
thereafter
Pfizer Inc. (NYSE:PFE) and Hospira, Inc. (NYSE:HSP) today
announced that they have entered into a definitive merger agreement
under which Pfizer will acquire Hospira, the world’s leading
provider of injectable drugs and infusion technologies and a global
leader in biosimilars, for $90 a share in cash for a total
enterprise value of approximately $17 billion. The Boards of
Directors of both companies have unanimously approved the merger,
which is expected to be immediately accretive upon closing,
accretive by $0.10 - $0.12 per share for the first full year
following the close of the transaction with additional accretion
anticipated thereafter.
“The proposed acquisition of Hospira demonstrates our commitment
to prudently deploy capital to create shareholder value and deliver
incremental revenue and EPS growth in the near-term,” said Ian
Read, Chairman and Chief Executive Officer, Pfizer. “In addition,
Hospira’s business aligns well with our new commercial structure
and is an excellent strategic fit for our Global Established
Pharmaceutical business, which will benefit from a significantly
enhanced product portfolio in growing markets. Coupled with
Pfizer’s global reach, Hospira is expected to drive greater
sustainability for our Global Established Pharmaceutical business
over the long term.”
This strategically complementary combination will add a growing
revenue stream and a platform for growth for Pfizer’s GEP business.
The expanded portfolio of sterile injectable pharmaceuticals,
composed of Hospira’s broad generic sterile injectables product
line, including acute care and oncology injectables, with a number
of differentiated presentations, as well as its biosimilars
portfolio, combined with GEP’s branded sterile injectables,
including anti-infectives, anti-inflammatories and cytotoxics, will
create a leading global sterile injectables business. The
combination also reinforces GEP’s growth strategy to build a broad
portfolio of biosimilars in Pfizer’s therapeutic areas of strength
through the addition of Hospira’s portfolio that includes several
marketed biosimilars. Pfizer will also use its existing commercial
capabilities, global scale, scientific expertise and world class
development capabilities to significantly expand the reach of
Hospira’s products, which are currently distributed primarily in
the United States, to Europe and key emerging markets, where GEP
has a significant presence.
“The addition of Hospira has the potential to fundamentally
improve the growth trajectory of the Global Established
Pharmaceutical business, vault it into a leadership position in the
large and growing off-patent sterile injectables marketplace by
combining the specialized talent and capabilities of both
companies, including enhanced manufacturing, and advance its goal
to be among the world’s most preeminent biosimilars providers,”
said John Young, group president, Pfizer Global Established
Pharmaceutical business. “We’re excited to combine Hospira’s
expertise and key talent with that of Pfizer to create a leading
global business that will deliver an even broader portfolio of
important and life-saving sterile injectable medicines to patients
around the world.”
“The Pfizer-Hospira combination is an excellent strategic fit,
presenting a unique opportunity to leverage the complementary
strengths of our robust portfolios and rich pipelines,” said F.
Michael Ball, Chief Executive Officer, Hospira. “I want to
recognize and thank our 19,000 employees around the world for their
tireless efforts to deliver more affordable healthcare solutions,
increase patient access to high-quality care and drive sustained
growth for our shareholders.”
Both sterile injectables and biosimilars are large and growing
categories. The global marketplace value for generic sterile
injectables is estimated to be $70 billion in 2020. The global
marketplace for biosimilars is estimated to be approximately $20
billion in 2020.
Pfizer expects to finance the transaction through a combination
of existing cash and new debt, with approximately two-thirds of the
value financed from cash and one-third from debt. In addition,
Pfizer anticipates the transaction to deliver $800 million in
annual cost savings by 2018.
The transaction is subject to customary closing conditions,
including regulatory approvals in several jurisdictions and
approval of Hospira’s shareholders, and is expected to close in the
second half of 2015.
Pfizer’s financial advisors for the transaction were Guggenheim
Securities, J.P. Morgan and Lazard, with Ropes & Gray LLP
acting as its legal advisor and Clifford Chance LLP advising on
international regulatory matters. Morgan Stanley served as
Hospira’s financial advisor, while Skadden, Arps, Slate, Meagher
& Flom LLP & Affiliates served as its legal advisor.
About Pfizer:
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products. Our global portfolio includes medicines and vaccines as
well as many of the world's best-known consumer health care
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as one of the world's premier
innovative biopharmaceutical companies, we collaborate with health
care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world.
For more than 150 years, Pfizer has worked to make a difference for
all who rely on us. To learn more, please visit us at
www.pfizer.com.
About Hospira:
Hospira, Inc. is the world's leading provider of injectable
drugs and infusion technologies, and a global leader in
biosimilars. Through its broad, integrated portfolio, Hospira
is uniquely positioned to Advance Wellness™ by improving patient
and caregiver safety while reducing healthcare costs. The company
is headquartered in Lake Forest, Ill. Learn more at
www.Hospira.com.
DISCLOSURE NOTICE: The information contained in this release is
as of February 5, 2015. Neither Pfizer nor Hospira assumes any
obligation to update forward-looking statements contained in this
release as the result of new information or future events or
developments.
This release contains forward-looking information related to
Pfizer, Hospira and the acquisition of Hospira by Pfizer that
involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. Forward-looking statements in this release
include, among other things, those about the potential benefits of
the proposed acquisition, anticipated synergies, accretion and
growth, the combined company’s plans and prospects, the financial
condition, results of operations and business of Pfizer, Hospira
and the combined company, anticipated industry growth rates and the
anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing the acquisition in the
anticipated timeframe or at all, including risks related to the
failure to obtain necessary regulatory and Hospira shareholder
approvals and the possibility that the acquisition does not close,
including in circumstances in which Hospira would be obligated to
pay Pfizer a termination fee or other expenses; risks related to
the ability to realize the anticipated benefits of the acquisition,
including the possibility that the expected synergies from the
proposed acquisition will not be realized or will not be realized
within the expected time period; the risk that the businesses will
not be integrated successfully; disruption from the transaction
making it more difficult to maintain business and operational
relationships; negative effects of this announcement or the
consummation of the proposed acquisition on the market price of
Pfizer’s common stock; significant transaction costs; unknown
liabilities; the risk of litigation and/or regulatory actions
related to the proposed acquisition; other business effects,
including the effects of industry, market, economic, political or
regulatory conditions; future exchange or interest rates; changes
in tax laws, regulations, rates and policies; the uncertainties
inherent in research and development; and competitive
developments.
A further description of risks and uncertainties relating to
Pfizer can be found in Pfizer’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2013, including in the sections
thereof captioned “Risk Factors” and “Forward-Looking Information
That May Affect Future Results”, as well as in its subsequent
reports on Form 10-Q and Form 8-K, all of which are filed with the
SEC and available at www.sec.gov and www.Pfizer.com. A further
description of risks and uncertainties relating to Hospira can be
found in Hospira’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2013, including in the sections thereof
captioned “Risk Factors” and “Forward-Looking Statements”, as well
as in its subsequent reports on Form 10-Q and Form 8-K, all of
which are filed with the SEC and available at www.sec.gov and
www.Hospira.com.
Additional Information and Where to Find It
In connection with the proposed transaction, Hospira will file
with the Securities and Exchange Commission (the “SEC”) and mail or
otherwise provide to its stockholders a proxy statement regarding
the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
HOSPIRA’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS
ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED
BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the proxy statement and other documents that Hospira
files with the SEC (when available) from the SEC’s website at
www.sec.gov and Hospira’s website at www.Hospira.com. -7-
Hospira and its directors, executive officers and employees may
be deemed, under SEC rules, to be participants in the solicitation
of proxies from Hospira’s stockholders with respect to the proposed
acquisition. Stockholders may obtain information regarding the
names, affiliations and interests of such individuals in Hospira’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2013, and its definitive proxy statement for the 2014 annual
meeting of shareholders. Additional information regarding the
interests of such individuals in the proposed acquisition of
Hospira by Pfizer will be included in the proxy statement relating
to such acquisition when it is filed with the SEC. These documents
may be obtained free of charge from the SEC’s website at
www.sec.gov and Hospira’s website at www.Hospira.com
Pfizer Inc.Media:Joan Campion, 212-733-2798orInvestor:Ryan
Crowe, 212-733-8160
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