Sharenet Sites 
Sharenet Sites
Acquisition of Infant Nutritional businesses from Nestle - Voluntary Announcement
ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1985/0002935/06
Share code: APN
ISIN: ZAE000066692
("Aspen Holdings" or "the Company")
ACQUISITION OF INFANT NUTRITIONAL (“IN”) BUSINESSES FROM
NESTLÉ – VOLUNTARY ANNOUNCEMENT
Further to the announcement released on 18 April 2013
wherein shareholders of Aspen Holdings were advised of a
transaction in terms whereof Aspen Group Companies
(“Aspen”) would acquire the IN businesses conducted by
Nestlé and Pfizer which distribute a portfolio of IN
products in Australia and certain Southern African
territories, shareholders of Aspen Holdings are advised
that additional agreements have now been concluded with
Nestlé S.A. in respect of the acquisition of certain
license rights to intellectual property, net assets
(including an IN production facility located in Vallejo,
Mexico) and shares in the IN businesses presently
conducted by Nestlé and Pfizer in Latin America,
predominantly Mexico, Venezuela, Colombia, Ecuador,
Chile, Peru, Central America and the Caribbean
(collectively, “the Transaction”). The Transaction
includes all age stages (infants, toddlers and early
childhood) and consists of premium and specialty ranges
supported by strong umbrella brands including S26 Gold®
and SMA®. The revenue for the IN businesses amounted to
USD 187 million in 2012. The Transaction is subject to
certain antitrust conditions.
The nature of the Transaction and the assets relating
thereto are set out below:
- Aspen will have the exclusive right of use of the
Nestlé (previously Pfizer) S26® and SMA® IN product
trademarks for a period of 10 years(“licensed
products”)in those countries in South and Central
America in which the brands are currently sold;
- Aspen will also have the right to co-brand the
licensed products over the initial 10 year period
and to transition these products to Aspen branded
products over this period;
- For a further 10 year period, commencing after
expiration of the initial 10 year exclusive licence
period, Nestlé will be precluded from
commercialising the licensed products (so-called “10
year black out period”), effectively providing Aspen
with a 20 year period to establish equivalent Aspen
branded IN products;
- Aspen will have a perpetual licence to the IN
technology, technical know-how and formulations
existing at the effective date plus access to an
agreed licensed product pipeline together with
related technology developments for a period of 5
years from the effective date;
- There will be a transfer of the ownership in the
operating businesses from Nestlé to Aspen and this
will include the transfer of the employees within
those businesses and ownership of the IN production
facility located in Vallejo, Mexico; and
- Aspen will be provided with transitional service
arrangements by Nestlé and Pfizer to assist Aspen in
fully integrating the IN businesses into the Aspen
business.
The Transaction is strategically significant as it
enhances Aspen’s platform to become a global player in
the IN market in the medium term.
Durban
7 August 2013
Sponsor
Investec Bank Limited
Underwriters
Bank of America, N.A.
The Standard Bank of South Africa Limited
Mandated Lead Arrangers and Bookrunners
Banc of America Securities Limited
The Standard Bank of South Africa Limited
Date: 07/08/2013 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
