Baxter divests biopharma business to PE group for $4.25bn

BY Fraser Tennant

In a deal designed to accelerate its clinical development pipeline and drive product innovation, global medical technology company Baxter International Inc. is to divest its biopharma solutions (BPS) unit to a private equity consortium comprising Warburg Pincus and Advent International.

Under the terms of the definitive agreement, Baxter will receive $4.25bn in cash, subject to certain closing adjustments, with net after-tax proceeds currently estimated to be approximately $3.4bn.

As a standalone company and in partnership with Advent and Warburg Pincus, BPS – a provider of sterile contract manufacturing solutions, parenteral delivery systems and customised support services to the pharma and biotech industries for decades – will operate as a premier, independent end-to-end contract development manufacturing organisation providing a range of services for clients, from clinical research to commercial deployment.

The transaction includes BPS manufacturing facilities and approximately 1700 employees in Bloomington, Indiana and Halle, Germany. The deal is also expected to generate revenues of approximately $600m for 2023.

“This transaction represents an important step in Baxter’s ongoing transformation journey as we continue to execute against our strategic priorities, enhance our focus and create additional value for all our stakeholders,” said José E. Almeida, chairman, president and chief executive of Baxter. “BPS has long been recognised worldwide as a trusted and preferred partner of contract manufacturing services for the pharmaceutical and biotech industries.”

Following completion of the transaction, Baxter expects BPS to be well-positioned to accelerate its go-to-market strategy and clinical development pipeline, execute on throughput expansion and drive further product innovation.

“BPS is a premier asset at the forefront of the biopharma industry, and one we have been closely following for a number of years,” said John Maldonado, a managing partner at Advent. “Leveraging our deep sector expertise and significant strategic resources, we believe this partnership can unlock multiple opportunities for growth and help the business realise its full potential.”

TJ Carella, managing director and head of healthcare at Warburg Pincus, added: “We are excited to partner with Advent and the impressive team at BPS who have developed differentiated technical capabilities and established an industry-leading reputation for quality and reliability in the supply chain for parenteral drugs.”

The transaction is expected to close in the second half of 2023, subject to receipt of customary regulatory approvals and satisfaction of other customary closing conditions.

Mr Almeida concluded: “I am confident that under the stewardship of Advent and Warburg Pincus, BPS will continue to build on its leadership position, foster world-class talent, invest in new capabilities and capacity, and provide leading-edge, high-quality solutions for its clients.”

News: Baxter to divest biopharma business for $4.25 billion

Eli Lilly to divest diabetes drug to Amphastar in $1bn deal

BY Fraser Tennant

In an effort to continue expanding the availability of diabetes drug Baqsimi to patients, US pharmaceutical company Eli Lilly and Company is to divest the drug to Amphastar Pharmaceuticals, Inc. in a transaction worth up to $1.08bn.

Under the terms of the definitive agreement, Amphastar will pay Lilly $500m in cash at closing and an additional $125m in cash upon the one-year anniversary of closing. Eli Lilly is also eligible to receive sales-based milestone payments of up to $450m in aggregate.

Launched by Eli Lilly in 2019 as an option to quickly render aid in rescue situations for people with diabetes who take insulin, Baqsimi is currently available in 27 international markets, with worldwide sales totalling $139.3m in 2022. It is the first and only nasally administered glucagon for the treatment of severe hypoglycaemia in people with diabetes.

“Our portfolio of therapies continues to make life better for people with diabetes, and we will continue this important mission while also increasing our focus on advancing our pipeline of potential breakthrough treatments,” said Mike Mason, executive vice president of Eli Lilly & Company. “Baqsimi’s positive impact has been felt by people with diabetes around the globe and we are working closely with Amphastar to facilitate a successful transition and consistent patient experience.”

The transaction has been approved by the boards of directors of both companies.

“The acquisition of Baqsimi will integrate our core strategic vision of strengthening our proprietary products profile in addition to enhancing our diabetes portfolio offering,” said Jack Zhang, president and chief executive of Amphastar. “We are optimistic about Baqsimi’s growth potential as it is the first and only commercial intra-nasal glucagon demonstrated to treat low blood sugar emergencies.”

A global pharmaceutical company focused on developing, manufacturing and marketing injectable, intranasal and inhalation products, including experience with a glucagon product, Amphastar expects to provide dedicated commercial investment for Baqsimi with the goal of enabling more people on insulin to be prepared with a glucagon rescue treatment for severe hypoglycaemia.

The transaction is not subject to any financing conditions and is expected to close in the second or third quarter of 2023, subject to the satisfaction of customary closing conditions.

News: Eli Lilly to sell low blood sugar drug to Amphastar for around $1 billion

Carrier to acquire Viessman unit in €12bn transaction

BY Fraser Tennant

In a deal envisaged to create a global leader in intelligent climate and energy solutions, air conditioner maker Carrier Global Corporation is to acquire a unit of German industrial manufacturer Viessmann.

Under the terms of the acquisition agreement, Carrier will acquire Viessmann Climate Solutions, the largest segment of Viessmann Group, in a cash and stock transaction – 80 percent cash and 20 percent in Carrier common stock – valued at €12bn.

A privately held company with a 106-year legacy of innovation, Viessmann Climate Solutions provides Carrier with an iconic, premium brand in the highest growth segment of the global heat pump and energy transition markets.

Moreover, with 70 percent of its business consisting of heat pumps and related accessories, solar PV, batteries and services, Viessmann Climate Solutions is a critical leader in Europe's energy transition.

“The acquisition of Viessmann Climate Solutions is a game-changing opportunity,” said David Gitlin, chairman and chief executive of Carrier. “Climate change, sustainability requirements and geopolitical factors are driving an unprecedented energy transition in Europe. Accelerated by government regulations and incentives, the transition creates a significant, long-term growth opportunity.”

As part of the transaction, Max Viessmann, chief executive of Viessmann, will join Carrier’s board of directors.

“Our purpose is to create living spaces for generations to come,” said Mr Viessmann. “Carrier's global reach, broad product portfolio, financial strength and shared commitment to sustainability will enable our climate solutions business to fully capitalise on our innovative, integrated solution offering and maximise our impact on Europe's independent energy transition.”

The transaction has been approved by the boards of directors of Carrier and Viessman and is expected to close around the end of 2023, subject to customary closing conditions and regulatory approvals.

Mr Gitlin concluded: “We are positioning ourselves to be the global climate solutions champion, poised to deliver higher growth and superior shareowner value.”

News: Carrier nears over $12 bln deal for German manufacturer Viessmann

Silver Lake to acquire Software AG

BY Richard Summerfield

Private equity firm Silver Lake has agreed to acquire German software developer Software AG in a deal worth $2.42bn.

Under the terms of the deal, Silver Lake will pay €30 per share in cash to acquire the company, an offer which represents a premium of 53 percent to Software AG’s closing price of €19.59 on Thursday, the last day of trading before rumours of a deal emerged, and a premium of 48 percent to the company’s three-month volume-weighted average share price.

The deal is subject to an acceptance threshold of 50 percent plus one share and further customary conditions, including regulatory clearances. The transaction is fully funded with equity and debt financing in place.

“The Management Board welcomes the opportunity of a deepened strategic partnership with Silver Lake, following a thorough analysis of the Offer,” said Sanjay Brahmawar, chief executive of Software AG. “Silver Lake has already demonstrated strong support for our strategic vision and values.

“With deep expertise in the integration market, experience in transitioning businesses to SaaS-first models and extensive M&A capabilities, Silver Lake is a valuable long-term partner for Software AG and our customers,” he continued. “A successful transaction would enable us to accelerate the execution of our strategy, double down on innovation in integration for customers, and provide greater opportunities to attract and develop talent.”

In February 2022, Silver Lake invested €344m in Software AG’s convertible bond, which upon conversion would represent nearly 9 percent of issued Software AG shares, the company said in a statement.

“The offer of €30.00 per share represents an attractive premium for our shareholders,” said Daniela Bünger, chief financial officer of Software AG. “The commitment of the Software AG Foundation as the company’s largest investor to sell 25.1 percent is testament to the attractiveness of the cash offer. Ahead of our full financial results announcement next Thursday, I can confirm that all guidance metrics in the first quarter are in line with market expectations and reconfirm our full year guidance for 2023.”

“We welcome the proposed acquisition of Software AG by Silver Lake,” said Peter Schnell, chief executive of the Software AG Foundation, the company’s largest investor, and co-founder and former chief executive of Software AG. “Silver Lake have been great partners to Software AG and to us since their initial investment, and through working together on the future of the company we have developed a deep and trusted relationship.”

The Software AG Foundation will continue to hold a 5 percent stake in the company, post-close, according to Silver Lake.

News: Silver Lake to buy Germany's Software AG in $2.42 billion deal

Merck to pay around $11bn for Prometheus

BY Richard Summerfield

Pharma giant Merck has agreed to acquire biotech company Prometheus Biosciences in a deal worth $10.8bn.

Under the terms of the deal, Merck will pay $200 per share for Prometheus, representing a 75.4 percent premium to Prometheus’ last closing price before the deal was announced.

Prometheus is a clinical-stage biotechnology company developing and commercialising novel therapeutic and companion diagnostic products for the treatment of immune-mediated diseases.

The acquisition of Prometheus will go some way toward replacing the huge revenue stream generated by Keytruda, which is likely to start fading early next decade as it loses its patents. Keytruda is used in cancer immunotherapy that treats melanoma, lung cancer, head and neck cancer, Hodgkin lymphoma, stomach cancer, cervical cancer, and certain types of breast cancer.

“At Merck, we are committed to delivering on our purpose to save and improve lives and continue to identify and secure opportunities where compelling science and value creation align,” said Robert M. Davis, chairman and chief executive of Merck. “The agreement with Prometheus will accelerate our growing presence in immunology where there remains substantial unmet patient need. This transaction adds diversity to our overall portfolio and is an important building block as we strengthen the sustainable innovation engine that will drive our growth well into the next decade.”

“Prometheus was established to revolutionize the treatment of immune-mediated diseases through the application of a powerful precision medicine approach,” said Mark McKenna, chairman and chief executive of Prometheus Biosciences. “This agreement with Merck, a leader in biopharmaceutical research and development, allows Prometheus to maximize the potential for PRA023, while continuing to apply our technology and expertise to fuel further discoveries to address the needs of patients with immune disorders.”

“By applying a portfolio of powerful analytic tools to a comprehensive collection of IBD samples, Prometheus identified important disease insights that have now yielded a promising late-stage candidate,” said Dean Y. Li, president of Merck Research Laboratories. “I look forward to working with the talented Prometheus team to establish a new paradigm of precision treatment for immune diseases.” 

News: Merck to buy Prometheus Biosciences for about $11 billion