The transaction, which is expected to close by the end of 2007, is anticipated to be accretive to Schering-Plough's earnings per share (EPS) by about 10 cents in the first full year, excluding purchase-accounting adjustments and acquisition-related costs.
"With this transaction we take another major step in our Action Agenda to transform Schering-Plough into a global high-performance company for the long term," said Fred Hassan, chairman and chief executive officer, Schering- Plough. "It is the right deal at the right time as we accelerate into the Build the Base phase of our transformation."
"Organon BioSciences will be an excellent fit with Organon BioSciences provides Schering-Plough with a steadily growing base of products and businesses with top-line sales of nearly $5 billion. The pharmaceutical business, Organon, had sales of $3.4 billion in 2006 (based on closing exchange rate on March 9, 2007), including leading products such as Follistim/Puregon, a follicle-stimulating hormone for infertility; Esmeron/Zemuron, a muscle relaxant; and NuvaRing and Implanon for contraception. In addition, the animal health business, Intervet, with sales of approximately $1.5 billion in 2006, is one of the top three animal health care companies globally, with products treating a broad array of animals and disease states.
Financially, Schering-Plough expects the transaction to be accretive in the first full year, excluding purchase-accounting adjustments and acquisition-related costs. Schering-Plough expects to achieve annual synergies of $500 million; it will take three years from the closing to reach this level of synergies. Schering-Plough will finance the acquisition through a mix of cash, debt and equity.
On the animal health side, this acquisition creates a leading animal health business based on 2006 sales. The businesses are strong and complementary. Intervet's products include Nobivac, a range of canine vaccines; Panacur, a de-wormer; Bovilis, a bovine biological for disease control and eradication; and Nobilis, a poultry vaccine to keep flocks free from infectious disease. Schering-Plough Animal Health has a strong business in treatments for cattle and companion animals, including products such as NUFLOR, an antibiotic for cattle, swine and fish; BANAMINE, an anti- inflammatory for cattle, horses and swine; and OTOMAX, a canine otic ointment. Schering-Plough Animal Health and Intervet will continue to operate at their existing locations.
While maintaining the strong pharmaceutical leadership team and competencies in the United States, Boxmeer, the Netherlands, will become the headquarters of the global animal health business.