Ranbaxy to bring in Daiichi Sankyo Company
Limited as Majority Partner
Strategic Combination creates Innovator and Generic
Pharma Powerhouse
Highlights
 |
Complementary business combination |
 |
Global reach covering mature and emerging
markets |
 |
Strong growth potential |
 |
Cost competitiveness |
New Delhi and Tokyo, June 11,
2008 – Ranbaxy Laboratories Limited (NSE/BSE:
Ranbaxy/500359) (“Ranbaxy”), among the top
10 generic companies in the world and India’s
largest pharmaceutical company, and Daiichi Sankyo Company,
Limited (TSE: 4568.JP) (“Daiichi Sankyo”),
one of the largest pharmaceutical companies in Japan,
today announced that a binding Share Purchase and Share
Subscription Agreement (the “SPSSA”) was
entered into between Daiichi Sankyo, Ranbaxy and the
Singh family, the largest and controlling shareholders
of Ranbaxy (the “Sellers”), pursuant to
which Daiichi Sankyo will acquire the entire shareholding
of the Sellers in Ranbaxy and further seek to acquire
the majority of the voting capital of Ranbaxy at a price
of Rs737 per share with the total transaction value
expected to be between US$3.4 to US$4.6 billion (currency
exchange rate: US$1=Rs43). On the post closing basis,
the transaction would value Ranbaxy at US$8.5 billion.
Mr. Malvinder Singh will continue to lead the company
as its CEO and Managing Director while additionally
assuming the position of Chairman of the Board, upon
closure.
Daiichi Sankyo and Ranbaxy believe this transaction
will create significant long-term value for all stakeholders
through:
 |
A complementary business
combination that provides sustainable
growth by diversification that spans the full
spectrum of the pharmaceutical business; |
 |
An expanded global
reach that enables leading market positions
in both mature and emerging markets with proprietary
and non-proprietary products; |
 |
Strong growth potential
by effectively managing opportunities across the
full pharmaceutical life-cycle; and |
 |
Cost competitiveness
by optimizing usage of R&D and manufacturing
facilities of both companies, especially in India |
Mr. Malvinder Mohan Singh, CEO and Managing Director
of Ranbaxy Laboratories Limited, said “I
am delighted to announce our association with Daiichi
Sankyo, a leading research based pharmaceutical company
that puts us on a new and much stronger platform to
harness our capabilities in drug development, manufacturing
and global reach. Together with our pool of scientific,
technical and managerial resources & talent, we
would enter a new orbit to chart a higher trajectory
of sustainable growth in the medium and long term in
the developed and emerging markets organically and inorganically.
This is a significant milestone in our Mission of becoming
a Research based International Pharmaceutical Company.
"The proposed transaction is in line with our
goal to be a Global Pharma Innovator and provides the
opportunity to complement our strong presence in innovation
with a new, strong presence in the fast growing business
of non-proprietary pharmaceuticals" said Takashi
Shoda, President & CEO of Daiichi Sankyo Company,
Limited. "This complementary combination
represents a perfect strategic fit and delivers a considerable
opportunity for the future growth of the new Daiichi
Sankyo Group. While both companies will closely cooperate
to explore how to fully optimize our growth opportunities,
we will respect Ranbaxy’s autonomy as a standalone
company as well. We respect and believe in the management
skill of Mr. Malvinder Mohan Singh and we are happy
that we can invite him to be a member of the “Senior
Global Management” of Daiichi Sankyo, while he
continues to lead Ranbaxy as its CEO and Managing Director;
additionally, upon closing he would assume the position
of Chairman of the Board.”
The SPSSA has been unanimously approved by the Boards
of Directors of both companies. Daiichi Sankyo is expected
to acquire the majority equity stake in Ranbaxy by a
combination of (i) purchase of shares held by the Sellers,
(ii) preferential allotment of equity shares, (iii)
an open offer to the public shareholders for 20% of
Ranbaxy’s shares, as per Indian regulations, and
(iv) Daiichi Sankyo’s exercise of a portion or
all of the share warrants to be issued on a preferential
basis. All the shares/warrants will be acquired/issued
at a price of Rs737 per share.
This purchase price represents a premium of 53.5% to
Ranbaxy’s average daily closing price on the National
Stock Exchange for the three months ending on June 10,
2008 and 31.4% to such closing price on June 10, 2008.
The closing of the transactions is subject to approval
of shareholders of Ranbaxy and customary regulatory
and statutory approvals. The acquisition is expected
to be completed by the end of March, 2009. Upon completion
of the transaction, Ranbaxy is expected to become a
subsidiary of Daiichi Sankyo.
The deal will be financed through a mix of bank debt
facilities and existing cash resources of Daiichi Sankyo.
It is anticipated that the transaction will be accretive
to Daiichi Sankyo’s EPS and Operating income before
amortization of goodwill in the fiscal year ending March
31, 2010 (FY2009). EPS and Operating income after amortization
of goodwill are expected to see an accretive effect
in FY2010 and FY2009, respectively.
Nomura Securities Co., Ltd., the Japan headquartered
investment bank, acted as the exclusive financial advisor,
Jones Day as the legal advisor outside India, P&A
Law office as the legal advisor in India, Mehta Partners
LLC as the strategic business advisor and Ernst &
Young as the accounting and tax advisor to Daiichi Sankyo.
Religare Capital Markets Limited, a wholly owned subsidiary
of Religare Enterprises Limited, is the exclusive financial
advisor to Ranbaxy and the Singh family. Vaish Associates
are the legal advisors to Ranbaxy and the Singh family.
Joint Press Conference
Daiichi Sankyo and Ranbaxy will host a joint press conference
to discuss the transaction as follows:
On June 11 at 1:30 pm in New Delhi (JST 5:00 pm)
On June 12 at 3:00 pm in Tokyo (IST 11:30 am)
About Daiichi Sankyo Company, Limited
Daiichi Sankyo Company, Limited,
established in 2005 after the merger of two leading
century-old Japanese pharmaceutical companies, is continuously
generating innovative drugs that enrich the quality
of life for patients around the world. The company uses
its cumulative knowledge and expertise in the fields
of cardiovascular disease, cancer, metabolic disorders,
and infection as a foundation for developing an abundant
product line-up and R&D pipeline. For more information,
visit www.daiichisankyo.com
About Ranbaxy Laboratories Limited
Ranbaxy Laboratories Limited, India's largest pharmaceutical
company, is an integrated, research based, international
pharmaceutical company producing a wide range of quality,
affordable generic medicines, trusted by healthcare
professionals and patients across geographies. Ranbaxy’s
continued focus on R&D has resulted in several approvals
in developed markets and significant progress in New
Drug Discovery Research. The Company’s foray into
Novel Drug Delivery Systems has led to proprietary "platform
technologies," resulting in a number of products
under development. The Company is serving its customers
in over 125 countries and has an expanding international
portfolio of affiliates, joint ventures and alliances,
ground operations in 49 countries and manufacturing
operations in 11 countries.
Disclaimer
Statements contained in this press release regarding
the benefits of the acquisition, the business outlook,
the demand for the products and services, and all other
statements in this release other than recitation of
historical facts are forward-looking statements. Words
such as “expect”, “estimate”,
“project”, “budget”, “forecast”,
“anticipate”, “intend”, “plan”,
“may”, “will”, “could”,
“should”, “believes”, “predicts”,
“potential”, “continue”, and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements in this press
release include, without limitation, forecasts of market
growth, future revenues, benefits of the proposed acquisition,
expectations that the acquisition will be accretive
to the results, future expectations concerning growth
of business, cost competitiveness and expansion of global
reach following the acquisition, and other matters that
involve known and unknown risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance or achievements to differ materially from
results expressed or implied by this press release.
Such risk factors include, among others: difficulties
encountered in integrating businesses; uncertainties
as to the timing of the acquisition; approval of the
preferential allotment/transaction by the shareholders
of Ranbaxy; the satisfaction of the closing conditions
to the transaction, including the receipt of regulatory
approvals; whether certain market segments grow as anticipated;
the competitive environment in the pharmaceutical industry
and competitive responses to the proposed acquisition;
and whether the companies can successfully develop new
products and the degree to which these gain market acceptance.
Actual results may differ materially from those contained
in the forward-looking statements in this press release.
This document does not constitute an offer to purchase
or to sell securities in any jurisdiction.
For further information, please contact:
|