Actavis to buy Warner Chilcott for $8.5 billion in stock transaction

Actavis Inc. announced May 20 its plans to acquire Warner Chilcott in a stock transaction deal, which is worth approximately $8.5 billion. The merger is expected to create a global specialty pharmaceutical company serving the women’s health, gastroenterology, urology, and dermatology therapeutic sectors, according to a joint company release.

The combined company is expected to generate annual revenues of $11 billion, making it the third largest specialty pharmaceutical company in the United States as well as one of the top 20 global pharmaceutical companies.

“We have set our strategic corporate objective to building a leading global specialty pharmaceutical company,” said Paul Bisaro, president and CEO of Actavis. “The combination is commercially and financially compelling, and reshapes the specialty pharmaceutical universe by creating a powerful global competitor.”

With this acquisition, Actavis will be able to expand its specialty brand offerings in women’s health and urology. Warner Chilcott has two osteoporosis brand drugs-risedronate sodium tablets (Actonel) and risedronate sodium delayed-release tablets (Atelvia 35 mg), two contraceptives-Loestrin 24 Fe and Lo Loestrin Fe, and menopausal agent-estradiol vaginal cream, USP, 0.01% (Estrace cream). Warner Chilcott also has darifenacin extended-release tablets (Enablex) to add to Actavis’ large urology portfolio of two other overactive bladder agents, and three products for men with benign prostatic hyperplasia, prostate cancer, and those in need of testosterone replacement therapy. Other therapeutic areas served by Warner Chilcott include gastroenterology with two products and dermatology with one.

With the addition of Warner Chilcott, “the new Actavis will be positioned to become the premier women’s health player in the United States,” Bisaro said during a media webcast. The combined women’s health pipeline is strong with 15 drugs in the pipeline that are in various stages of development. In all, the research and development portfolio will grow to 25 products, he said.

The deal is expected to close by the end of the year, after regulatory reviews and shareholder approvals, according to the press release. The proposed transaction is a stock-for-stock deal, with Warner Chilcott investors receiving 0.160 shares of the new company, worth approximately $20.08 per Warner Chilcott share. This was based on the closing price of Actavis’ share price of $125.50 at closing on May 17. The transaction will be tax-free for Warner Chilcott shareholders. Actavis shareholders will receive one share of the new company for every Actavis share they own, but this will be subject to taxes, the press release said.