Global pharma major Novartis will acquire GlaxoSmithKline plc’s (GSK) cancer drugs portfolio for $16 billion and sell its vaccines business in return for $7.1 billion, apart from forming a joint venture for the consumer healthcare business in a three-part transaction.
In separate statements, the two companies said they will combine Novartis’ over-the-counter (OTC)) division with GSK’s consumer business, creating a new world-leading consumer healthcare business with $10 billion in annual sales.
U.K.-headquartered GSK will have majority control with an equity interest of 63.5 per cent in the venture.
Novartis, based in Basel, Switzerland, agreed to acquire GSK’s oncology products for $14.5 billion and up to $1.5 billion contingent on a development milestone. Novartis would have opt-in rights to GSK’s current and future oncology R&D pipeline.
On the other hand, Novartis will divest its vaccines business, excluding flu, to GSK, for $7.1 billion plus royalties. The upfront payment is $5.25 billion and up to $1.8 billion is in milestones.
Separately, Novartis said it has initiated a separate sales process for its flu business as part of a value maximisation strategy in the context of the portfolio review.
“The transactions mark a transformational moment for Novartis,” CEO Joseph Jimenez said. “They focus the company on leading businesses with innovation power and global scale. They also improve our financial strength and are expected to add to our growth rates and margins immediately.”
Stating that the deal is a win-win for both, GSK Chief Executive Officer Sir Andrew Witty said, “This proposed three-part transaction accelerates our strategy to generate sustainable, broadly sourced sales growth and improve long-term earnings.”
The Novartis OTC portfolio is highly complementary to GSK’s and has brands such as Voltaren, Excedrin, Otrivin and Theraflu, he added.
“Together, we will create the world’s premier OTC business with clear opportunities to accelerate revenue growth,” he said.
The Swiss pharma major separately agreed to sell its animal health division to Lilly for about $5.4 billion.
This transaction is the result of a competitive process, which upon completion would create a leading animal health business under Lilly’s ownership and would optimise the value of the asset in the interest of Novartis shareholders, the company said.
The joint venture of Novartis OTC and GSK Consumer Healthcare would have leading positions in four key OTC categories — wellness, oral health, nutrition and skin health, the companies said.
Almost half of the venture’s sales would be derived from brands larger than $300 million in annual revenue. The geographic footprint would span all regions, with scale and commercial presence in the developed world as well as in key emerging markets such as Brazil, China, Mexico and Russia.
Stressing that opportunities to build greater scale and combine high-quality assets in vaccines and consumer healthcare are scarce, Sir Witty said, “With this transaction, we will substantially strengthen two of our core businesses and create significant new options to increase value for shareholders.”
GSK said its shareholders would receive 4 billion pounds capital return funded by net cash transaction proceeds, expected to be delivered via a B share scheme.
The proposed transaction would increase GSK’s annual revenue by 1.3 billion pounds to 26.9 billion pounds on a 2013 pro forma basis, it added.