JLL Partners (“JLL”), a leading middle-market private equity firm, and Royal DSM, the global Life Sciences and Materials Sciences company, today announced the creation of a new company, which will be a leading global contract development and manufacturing organization (CDMO) for the pharmaceutical industry with anticipated sales of around USD 2 billion. It will be 51% owned by JLL and 49% by DSM.
The name of the company (provisionally called NewCo) will be announced in the coming months. NewCo will be formed by combining DSM’s business group DSM Pharmaceutical Products (“DPP”) with Patheon Inc. (“Patheon”), after a successful completion of the transaction described below. NewCo will be a leading global contract development and manufacturing organization with anticipated 2014 sales of about USD 2 billion (pro-forma) and a strong EBITDA and operational cash flow.
NewCo will have an end-to-end offering from finished dosage (drug products) to active substances (APIs) and a global footprint of 23 locations across North America, Europe, Latin America and Australia with about 8,300 employees.
Combining DPP and Patheon is fully in line with DSM’s strategy for its Pharma cluster as well as an excellent value creation opportunity as DSM and JLL will work together to maximize the value of NewCo. For DSM, combining DPP with Patheon into NewCo is also a key step in the strategic transformation of its Pharma activities into partnerships.
Once the transaction is complete, NewCo will add scale and new value chain capabilities/technologies to expand its end-to-end service offering as a comprehensive solution provider to the industry. NewCo will operate as an independent standalone company.
The highlights of the transaction are as follows:
• NewCo will be owned by JLL (51%) and DSM (49%).
• JLL will contribute USD 489 million in cash to NewCo and DSM will contribute DSM Pharmaceutical Products (DPP) and receive a seller note of USD 200 million, thereby valuing DPP at USD 670 million.
• NewCo has entered into a definitive agreement to effect a Plan of Arrangement pursuant to the Canada Business Corporations Act (“POA”) with Patheon under which NewCo would acquire Patheon for USD 9.32 per share in cash resulting in a:
- total enterprise value for Patheon of approximately USD 1.95 billion (about €1.45 billion)
- 64% premium to Patheon’s closing share price on 18 November, 2013
• Patheon’s Board of Directors, acting on the unanimous recommendation of a committee of independent directors, recommends that Patheon’ shareholders vote in favor of the POA.
• JLL and the executive officers and directors of Patheon, who collectively own approximately 66% of the outstanding shares of Patheon, have signed Voting Agreements in support of the POA.
• Committed financing to be funded at closing of USD 1.65 billion has been secured from J.P. Morgan, UBS, Jefferies, Morgan Stanley and KeyBank.
• Subject to customary conditions, the transaction is expected to close in H1 2014.
• DSM will deconsolidate DPP after closing.
• The transaction is expected to be EPS accretive for DSM from 2015 onwards.
Patheon is a leading provider of contract development and commercial manufacturing services to the global pharmaceutical industry, with a focus on drug products. In the 12 months ending 31 July 2013, the company recorded revenues of USD 943 million and pro-forma consolidated EBITDA (per credit agreement definition) of USD 188 million. The company has around 5,900 employees.
DPP is a leading provider of contract development and manufacturing services to the pharmaceutical, biopharmaceutical and agrochemical industries with a focus on drug products and APIs. In 2012 DPP realized net sales of €543 million with around 2,400 employees.
NewCo will have a unique breadth of service offerings with a focus on drug products and APIs with a wide range of technologies and will be able to offer comprehensive end-to-end solutions to a broad spectrum of companies ranging from large pharmaceutical and biotech companies to specialty pharma companies, generics and emerging pharma companies.
The combined company will also be a leader in proprietary softgel formulations for over-the-counter, prescription and nutritional consumer products. The exclusive synthesis products and intermediates are targeted to the crop protection, personal care, and fine chemicals products industries.
Jim Mullen, currently CEO of Patheon, will be appointed CEO of NewCo upon completion of the transaction. Mr. Mullen joined Patheon in 2011 as Chief Executive Officer. Prior to joining Patheon, he served as CEO and President at Biogen Idec Inc., one of the world's largest biotechnology companies from 2003 to 2010. He possesses over 30 years of industry experience, ranging from biotechnology and pharmaceuticals to specialty chemicals, as well as extensive expertise in pharmaceutical and biotech manufacturing, engineering, sales, marketing, mergers and acquisitions.
Feike Sijbesma, CEO and Chairman of the DSM Managing Board, said: “Fully in line with our strategy, this is for DSM Pharmaceutical Products the perfect way to accelerate growth and for DSM to maximize value for this business. By creating a global top CDMO organization I am convinced that NewCo as a standalone company will be able to create substantial value. With this partnership DSM has made a key step in the strategic transformation of its Pharma activities into partnerships whilst creating maximal value for all stakeholders.“
Paul S. Levy, Managing Director of JLL Partners, Chairman of the Board of Patheon shared: “This partnership demonstrates JLL’s commitment to building companies that create value, fill unmet needs and drive excellence within their respective industries. This is the strategic initiative and execution ‘know how’ that stakeholders have come to expect from JLL. NewCo is poised to transform the CDMO industry and we are excited to bring these two entities together.”
Stefan Doboczky, Member of the DSM Managing Board and responsible for the Pharma cluster, commented: “Our customers bring life-saving and life-enhancing medicines to people who need them around the world. They will greatly benefit from NewCo’s unmatched depth and breadth of capabilities and services. I am convinced that NewCo will be even better positioned to help customers succeed with their unique needs.”
DSM expects the transaction to be accretive to its earnings per share from 2015 onwards. In accordance with the applicable accounting standards DPP will be classified as assets held for sale in Q4 2013 and a non-cash impairment loss of around €120 million will be recognized as an exceptional item. From the closing date onwards DSM will present the investment in NewCo as an associated account in accordance with the equity method. Under IFRS rules also DSM Sinochem Pharmaceuticals will be deconsolidated from 1 January 2014. Consequently, the reporting of the Pharma cluster in the core EBITDA of DSM will be discontinued from the beginning of 2014.
J.P. Morgan Limited is serving as financial advisor to DSM. Latham & Watkins LLP is serving as lead legal advisor to DSM, supported by Cleary Gottlieb Steen & Hamilton LLP, Norton Rose Fulbright Canada LLP, Allen & Overy and Hinckley, Allen & Snyder LLP. Morgan Stanley and Jefferies are serving as financial advisors to JLL Partners. Legal advisors to JLL Partners are Skadden, Arps, Slate, Meagher & Flom LLP, Borden Ladner Gervais LLP and Simpson Thacher & Bartlett LLP.
Today DSM will hold a conference call for the media from 08.00 AM 08.30 AM CET (+31 (0)20 53 15 871 or +44 (0) 203 365 3207) and a conference call for investors and analysts from 09.00 AM 10.00 AM CET (+31 (0)20 53 15 871 or +44 (0) 203 365 3207).
About JLL Partners
JLL Partners is a middle-market private equity firm with a 25 year track-record of adding value to complex investments through financial and operational expertise. Since its founding in 1988 by Paul S. Levy, JLL Partners has committed approximately USD 4.2 billion across six funds, and developed significant expertise in the healthcare and other sectors. JLL is a control investor and sources its deals from its deep network of industry contacts, applying its proven, value-oriented and growth driven investment approach to provide limited partners with attractive risk-adjusted returns throughout all investment cycles.
Patheon, Inc. (patheon.com) is a leading provider of contract development and commercial manufacturing services to the global pharmaceutical industry for a full array of solid and sterile dosage forms. Through the company’s recent acquisition of Banner Pharmacaps a market leader in soft gelatin capsule technology Patheon now also includes a proprietary products and technology business. Patheon provides the highest quality products and services to approximately 300 of the world's leading pharmaceutical and biotechnology companies. The company's integrated network consists of 13 locations, including commercial contract manufacturing facilities and development centers across North America and Europe. Patheon enables customer products to be launched with confidence anywhere in the world.
Patheon plans to file with the U.S. Securities and Exchange Commission (the “SEC”) and furnish to its shareholders a proxy statement and management information circular in connection with the proposed transaction with NewCo. The proxy statement and management information circular will also be filed on SEDAR. INVESTORS AND SECURITYHOLDERS OF PATHEON ARE URGED TO READ THE PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE SUCH MATERIALS WILL CONTAIN IMPORTANT INFORMATION About PATHEON, NEWCO AND THE PROPOSED TRANSACTION. The proxy statement and management information circular and other relevant materials (when they become available), and any and all other documents filed by Patheon with the U.S. or Canadian securities regulators, may be obtained free of charge at the SEC’s website at sec.gov or in Canada at sedar.com. In addition, investors and securityholders may obtain free copies of the documents Patheon files with the SEC or with Canadian securities regulators by directing a written request to Patheon Inc., 2100 Syntex Court, Missisauga, Ontario, Canada L5N 7K9, Attention: Corporate Secretary. Copies of Patheon’s filings with the SEC and with Canadian securities regulators may also be obtained at the “Investors Relations” section of Patheon’s website.
Dave Huizing - DSM Investor Relations
P: +31 (0)45 578 2864 - E: investor.relations[.]dsm.com.
Dan Agroskin, JLL Partners
P: +1 212 210 9369 - E: d.agroskin[.]jllpartners.com.
P: +1 919 226 3200 - E: media[.]patheon.com.