BI Divests Animal Health Assets in Sanofi Business Swap

Boehringer Ingelheim (BI) has entered into an agreement with Ceva Santé Animale, an animal-health company headquartered in Libourne, France, under which Ceva will purchase certain portfolio assets of Merial, Sanofi’s animal health business, as part of BI’s previously announced business swap with Sanofi of the companies’ animal health and consumer healthcare businesses. Through this step, which follows an evaluation and discussions with the European Commission (EC), BI aims to facilitate the approval process for its acquisition of Sanofi’s Merial by offering up this divestiture to Ceva. The overall transaction with Sanofi as well as this newly announced agreement with Ceva remain subject to approval by the EC and regulatory authorities in different territories.

Ceva will acquire certain animal health vaccines and pharmaceuticals from the Merial portfolio for swine, bovine, and companion animals as well as related intellectual property, manufacturing processes, and R&D activities. The package contains the following brands: Circovac (excluding US), Progressis, Mucosiffa, Parvovax, Parvoruvax, Equioxx (excluding US), Genixine, Ketofen 1% injection and tablets (excluding Canada) and Ketofen 10% injection (excluding Canada)]. The divestiture does not include the transfer of a manufacturing site but will be implemented by means of a transfer of all relevant assets.

Sanofi and BI first announced a proposed business swap of their animal health and consumer healthcare assets in December 2015. The proposed transaction, as announced in December 2015, consist of an exchange of Sanofi’s animal health business (Merial) with an enterprise value of EUR 11.4 billion ($12.4 billion) and BI’s consumer healthcare business with an enterprise value of EUR 6.7 billion ($7.3 billion). BI’s consumer healthcare business in China is excluded from the transaction.The transaction  also include a gross cash payment from BI to Sanofi of EUR 4.7 billion ($5.1 billion). The companies later signed a definitive agreement to execute the swap in June 2016. In order to complete the proposed swap transaction, the approval of regulatory authorities in different territories needs to be obtained. This includes the approval of the EC. After approving the consumer healthcare part of the transaction, the EC is currently reviewing the animal health transaction.

Closing of the BI/Sanofi swap transaction is expected by year-end 2016, upon receipt of all required regulatory approvals.

Source: Boehringer Ingelheim

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