Specialty Pharma Company Concordia To Acquire Amdipharm for $3.5 Bn

The specialty pharmaceutical company, Concordia Healthcare Corp. has agreed to acquire Amdipharm Mercury Limited, a specialty pharmaceutical company from Cinven, a private equity firm, for approximately $3.5 billion to be paid through a combination of cash, common shares of Concordia, and performance-based earn-out payable in cash. The acquisition has been approved by the board of directors of both Concordia and Cinven and is supported by the AMCo management team.

AMCo has a strong international footprint with sales in more than 100 countries and is anticipated to serve as a platform for further expansion by the company on a global scale. The acquisition will provide Concordia with a niche portfolio of more than 190 well-established off-patent molecules as well as entry into new therapeutic areas such as endocrinology, ophthalmology and urology. On a pro forma basis for the full year 2015, AMCo expects to record revenue of between $530 million and $560 million. On a pro forma basis, the combined company is expected to achieve revenue of between $870 million and $920 million for full year 2015.

The total purchase price will consist of cash consideration of approximately £800 million (approximately $1.2 billion), 8.49 million common shares of Concordia (approximately $0.7 billion), and the assumption of approximately $1.4 billion AMCo net debt upon closing, as well as a maximum performance-based earn-out of £144 million (approximately $220 million). payable in cash in the fourth quarter of 2016. Following the closing of the transaction, Concordia will own a 100% stake in AMCo, and Cinven will hold an expected 19.9% ownership in Concordia on a non-diluted basis and before giving effect to the anticipated equity offering. Accordingly, Cinven will, concurrently with the completion of the acquisition of AMCo, enter into a governance agreement with Concordia whereby Cinven will agree to customary lock-up, standstill and transfer restrictions.

The acquisition, which is expected to close in the fourth quarter of this year, is subject to satisfaction of certain customary closing conditions (including stock exchange approval for the consideration shares that are issuable as part of the purchase price).

Concordia is a healthcare company focused on legacy pharmaceutical products and orphan drugs. Concordia's legacy pharmaceutical division, Concordia Pharmaceuticals Inc., consists of a portfolio of branded products and authorized generic contracts. Concordia's orphan drugs division, Concordia Laboratories Inc., owns Photofrin. which is marketed by Pinnacle Biologics, Inc., which is based in Chicago. Concordia operates out of facilities in Oakville, Ontario; Bridgetown, Barbados; Roanoke, Virginia and has a Specialty Healthcare Distribution Division that operates out of Kansas City, Missouri.

AMCo is the result of the merger of Amdipharm and the Mercury Pharma Group in 2013. After the merger in early 2013, AMCo acquired global rights to fucithalmic from LEO Pharma. It then acquired Abcur AB to create a direct presence in the Nordics, to complement its existing direct presence in the UK, Ireland, France, and Benelux.

Source: Concordia

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