LEO Pharma Repurchases Product Rights From Warner Chilcott
September 23 2009 - 8:30AM
PR Newswire (US)
ARDEE, Ireland and COPENHAGEN, Sept. 23 /PRNewswire-FirstCall/ --
Warner Chilcott plc (NASDAQ:WCRX) and LEO Pharma announced today
that, in exchange for a one-time cash payment of $1.0 billion to
Warner Chilcott, LEO Pharma is re-acquiring Warner Chilcott's
exclusive product licensing rights in the United States to its
topical psoriasis treatments Taclonex , Taclonex Scalp , Dovonex as
well as rights to all products in LEO's development pipeline, and
acquiring all inventories of the products. "Since 2003, Warner
Chilcott has enjoyed a strong partnership with LEO Pharma," said
Roger Boissonneault, President and Chief Executive Officer of
Warner Chilcott plc. "This transaction allows Warner Chilcott to
concentrate on new strategic initiatives, including the acquisition
and integration of the Proctor & Gamble Pharmaceuticals
business, and enables LEO Pharma to expand beyond research and
development and into the commercialization of products in the
United States." "The acquisition of the psoriasis dermatology
portfolio from Warner Chilcott provides LEO with a unique stepping
stone and we have incorporated an affiliate to be headquartered in
New Jersey. The deal is LEO Pharma's largest ever and is indicative
of our commitment to geographic expansion and growth in areas
including the USA. We have valued the collaboration with Warner
Chilcott and look forward to establishing LEO as a leading company
within the American Dermatology market, armed with one of the
strongest pipelines within dermatology. We expect to start
operations in the beginning of 2010," said Gitte Aabo, Chief
Executive Officer of LEO Pharma. Under the terms of the agreement,
Warner Chilcott has agreed to continue distribution and promotion
of Taclonex , Taclonex Scalp and Dovonex for LEO Pharma until
December 31, 2009 and to perform certain transition services for
LEO Pharma for up to one year. The repurchase of the product rights
and inventories for $1.0 billion, which is expected to close today,
will result in a one-time gain for Warner Chilcott of approximately
$450 million after-tax, or approximately $1.79 per share based on
251.3 million shares outstanding. Net cash proceeds, after taxes
triggered by the gain, are expected to be approximately $980
million. Warner Chilcott is using a portion of the cash generated
by the sale to repay and terminate its existing senior secured
credit facilities ($480 million of which was outstanding on
September 23, 2009). In addition, the proceeds will reduce the
amount of financing necessary in connection with Warner Chilcott's
pending acquisition of Procter & Gamble Pharmaceuticals. Morgan
Stanley acted as financial adviser to LEO Pharma on this
transaction, and its legal advisor is Morgan, Lewis & Bockius
LLP. Warner Chilcott's legal advisor is Davis Polk & Wardwell,
LLP. Conference Call Warner Chilcott will host a conference call
open to all interested parties, on Wednesday, September 23, 2009
beginning at 9:00 a.m. ET. The number to call within the United
States and Canada is (800) 946-0742. Participants outside the
United States and Canada should call (719) 325-2205. Investors and
other interested parties may also access the conference call via a
simultaneous audio webcast by visiting http://ir.wcrx.com/ and
clicking on Events & Presentations. A replay of the conference
call will be available for two weeks following the call and can be
accessed by dialing (888) 203-1112 from within the United States
and Canada or (719) 457-0820 from outside the United States and
Canada. The replay ID number is 9092491. About Warner Chilcott
Warner Chilcott is a leading specialty pharmaceutical company
currently focused on the women's healthcare and dermatology
segments of the U.S. pharmaceuticals market. It is a fully
integrated company with internal resources dedicated to the
development, manufacturing and promotion of its products. WCRX-G
About LEO Pharma LEO Pharma is a research based pharmaceutical
company with headquarters in Denmark and 100% owned by the LEO
Foundation. LEO Pharma is a global leading company within topical
dermatology and parenteral treatment of thromboembolic disorders
and employing about 3,000 people in more than 40 countries. Read
more on http://www.leo-pharma.com/ Warner Chilcott's Forward
Looking Statements: This press release contains forward-looking
statements, including statements concerning our operations, our
economic performance and financial condition, and our business
plans and growth strategy and product development efforts. These
statements constitute forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The words "may," "might," "will,"
"should," "estimate," "project," "plan," "anticipate," "expect,"
"intend," "outlook," "believe" and other similar expressions are
intended to identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates. These
forward-looking statements are based on estimates and assumptions
by our management that, although we believe to be reasonable, are
inherently uncertain and subject to a number of risks and
uncertainties. The following represent some, but not necessarily
all, of the factors that could cause actual results to differ from
historical results or those anticipated or predicted by our
forward-looking statements: our substantial indebtedness;
competitive factors in the industry in which we operate (including
the approval and introduction of generic or branded products that
compete with our products); our ability to protect our intellectual
property; a delay in qualifying our manufacturing facility to
produce our products or production or regulatory problems with
either third party manufacturers upon whom we may rely for some of
our products or our own manufacturing facilities; pricing pressures
from reimbursement policies of private managed care organizations
and other third party payors, government sponsored health systems,
the continued consolidation of the distribution network through
which we sell our products, including wholesale drug distributors
and the growth of large retail drug store chains; the loss of key
senior management or scientific staff; adverse outcomes in our
outstanding litigation or an increase in the number of litigation
matters to which we are subject; government regulation affecting
the development, manufacture, marketing and sale of pharmaceutical
products, including our ability and the ability of companies with
whom we do business to obtain necessary regulatory approvals; our
ability to manage the growth of our business by successfully
identifying, developing, acquiring or licensing new products at
favorable prices and marketing such new products; our ability to
obtain regulatory approval and customer acceptance of new products,
and continued customer acceptance of our existing products; changes
in tax laws or interpretations that could increase our consolidated
tax liabilities; the other risks identified in our Annual Report on
Form 10-K for the year ended December 31, 2008, as amended; and
other risks detailed from time-to-time in our public filings,
financial statements and other investor communications. We caution
you that the foregoing list of important factors is not exclusive.
In addition, in light of these risks and uncertainties, the matters
referred to in our forward-looking statements may not occur. We
undertake no obligation to publicly update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except as may be required by law. DATASOURCE:
Warner Chilcott plc CONTACT: Rochelle Fuhrmann, Investor Relations
of Warner Chilcott, +1-973-442-3281, or ; John Koconis of LEO
Pharma, Inc., +447900821691, or Web Site:
http://www.leo-pharma.com/
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