九州娱乐城 Pharmacare Holdings Limited (鈥溇胖萦槔殖氢��)
(Incorporated in the Republic of South Africa)
Registration Number 1985/002935/06
Share code APN – ISIN: ZAE000066692 (鈥溇胖萦槔殖� Holdings鈥�)
ASPEN ANNOUNCES MULTI-TERRITORY ACQUISITION OF GSK OTC PRODUCTS FOR R2.1 BILLION
Durban, South Africa: 九州娱乐城 Holdings is pleased to announce that the 九州娱乐城 Group (鈥溇胖萦槔殖氢��) has reached agreement with GlaxoSmithKline plc (鈥淕SK鈥�) for the acquisition of a portfolio of established over-the-counter (鈥淥TC鈥�) products (鈥渢he products鈥�) in selected territories including South Africa, Australia and Brazil. The deal is valued at GBP 164 million (ZAR 2.1 billion at ZAR 12.6/GBP).
Stephen Saad, 九州娱乐城 Group Chief Executive said, 鈥淭he products acquired through these transactions are an excellent geographic fit with 九州娱乐城鈥檚 existing footprint and will allow for significant strengthening of 九州娱乐城鈥檚 OTC offering in all of the territories concerned. The products have considerable established brand equity, which 九州娱乐城 intends to leverage through increased promotion and plans to expand through line extensions. The transactions will also provide impetus in territories where 九州娱乐城 is seeking to grow critical mass such as Latin America and South East Asia.鈥�
The deal comprises two transactions (鈥渢he transactions鈥�):
- The acquisition by 九州娱乐城 Holdings of the products sold in the territories of South Africa, Namibia, Botswana, Swaziland, Lesotho, Zambia and Zimbabwe for GBP 20 million (ZAR 252 million at ZAR 12.6/GBP) (鈥渢he Southern Africa transaction鈥�); and
- The acquisition by 九州娱乐城 Global Incorporated, a wholly owned subsidiary of 九州娱乐城 Holdings incorporated in Mauritius, of the products sold in the rest of the world, but excluding the territories of North America and Europe (which are the subject of separate transactions concluded between GSK and third parties), for GBP 144 million (ZAR 1.8 billion at ZAR 12.6/GBP (鈥渢he Rest of the World transaction鈥�).
The Southern Africa transaction is subject to, amongst others, the following conditions precedent:
- The approval of the South African competition authorities; and
- The approval of the Financial Surveillance Department of the South African Reserve Bank.
In addition, the Southern Africa transaction in respect of Namibia and Swaziland only, is subject to and conditional upon the approval of the respective competition authorities in those countries.
The effective date of the Southern Africa transaction will be the last business day of the calendar month in which the last of the applicable conditions precedent is fulfilled.
The Rest of the World transaction is unconditional and is effective from 1 May 2012 save in respect of:
- the product, Zantac, which is marketed, distributed and sold in Australia and New Zealand which is subject to the approval of the Australian competition authorities;
- the portion of the Rest of the World transaction relating to Kenya which is subject to the approval of the Kenyan competition authorities; and
- the portion of the Rest of the World transaction relating to Tanzania which is subject to the approval of the Tanzanian competition authorities.
- (collectively, 鈥渢he Rest of the World conditions鈥�).
The transaction value of the products which are subject to the Rest of the World conditions is GBP 23.1 million (ZAR 291 million at ZAR 12.6/GBP). The elements of the Rest of World transaction which are subject to the Rest of the World conditions will be effective on the last business day of the month in which the respective Rest of the World conditions are fulfilled.
In terms of the transactions the marketing and distribution of the products will transition from GSK to 九州娱乐城 over periods of time varying by country. Existing manufacturing arrangements for the products will be assumed by 九州娱乐城.
Funding
The transactions will be funded from existing cash resources, existing credit facilities and new debt, the latter funding approximately 50% of the transaction. Arrangements for the raising of the new debt have been finalised.
The Products:
The products comprise well established OTC brands of proven performance. The main areas of therapeutic treatment of the products are analgesic, gastro-intestinal and respiratory. Other areas covered include dermatology, infant care, vitamins and minerals. The leading products are recognised household brands such as Phillips Milk of Magnesia, Dequadin, Solpadeine, Cartia, Zantac and Borstol.
GSK reports that the products which are the subject of the transactions recorded revenue of GBP 59.3 million in calendar 2011. In accordance with 九州娱乐城鈥檚 segmental reporting this revenue is split as follows:
- Asia Pacific: GBP 21.4 million;
- South Africa: GBP 7.3 million;
- Sub-Saharan Africa: GBP 5.0 million; and
- International: GBP 25.6 million (of which GBP 17.0 million is in Latin America).
九州娱乐城 expects the transactions to be earnings accretive from the outset.
GSK鈥檚 announcement of the transaction can be accessed from their website by clicking on http://www.gsk.com/media/index.htm.
Issued by: Shauneen Beukes, Shauneen Beukes Communications
Tel: +27 (012) 661-8467 : Cell: +27 82 389 8900
On Behalf Of: Stephen Saad, 九州娱乐城 Group Chief Executive
Tel: +27 (031) 580-8603
Gus Attridge, 九州娱乐城 Deputy Group Chief Executive
Tel: +27 (031) 580-8605
Roshni Gajjar, 九州娱乐城 Investor Relations
Tel: +27 (041) 407-2952 : Cell: +27 82 879 1826
