Wrap Text
ASPEN PHARMACARE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa) ('Aspen Holdings')
Registration number: 1985/0002935/06
Share code: APN
ISIN: ZAE000066692
and its subsidiaries (collectively 'Aspen' or 'the Group')
VOLUNTARY ANNOUNCEMENT - ASPEN ANNOUNCES SIGNING OF AGREEMENTS WITH GSK FOR:
1. THE ACQUISITION OF A PORTFOLIO OF ANAESTHETICS;
2. THE EXERCISE OF ITS OPTION TO ACQUIRE FRAXIPARINE AND ARIXTRA IN COUNTRIES RETAINED BY
GSK; AND
3. THE CANCELLATION OF ITS COLLABORATION WITH GSK IN SUB-SAHARAN AFRICA
Aspen Holdings is pleased to announce that Group companies have signed agreements with various
subsidiary companies of GlaxoSmithKline plc ('GSK') relating to the following three separate transactions:
ACQUISITION OF A PORTFOLIO OF ANAESTHETIC PRODUCTS
Aspen Global Incorporated ('AGI') has signed an agreement with GSK whereby AGI will acquire a portfolio
of anaesthetics globally (with the exception of certain territories, primarily North America) ('the Anaesthetics
Transaction').
GSK's anaesthetics portfolio comprises five established medicines, namely Ultiva (general anaesthesia) and
four muscle relaxants (Nimbex, Mivacron, Tracrium and Anectine) ('the Portfolio'). The products in the
Portfolio are sold in more than one hundred countries worldwide including Japan, Brazil, Korea, Germany
and Italy. Aspen expects the Portfolio to generate revenue of approximately #70 million in the year ended 31
December 2016.
The transaction
In terms of the concluded agreement, as consideration for the Portfolio, AGI will pay an initial amount of
#180 million and milestone payments of up to #100 million based on the results of the Portfolio in the 36
months following completion. AGI and GSK have also signed a supply agreement whereby GSK will continue
to supply the products to AGI in the medium term. The commercial activities will transition to AGI in the
short to medium term in accordance with an agreed plan. During the transition period GSK will continue to
provide certain services to AGI.
Funding
AGI's upfront investment will be funded from debt facilities.
Rationale
Aspen has identified anaesthetics as a key element of its expansion strategy into niche therapeutic categories
that complement its existing operations. The recent acquisition of the global commercialisation rights to
AstraZeneca's portfolio of anaesthetics was the first step in AGI's move into this area and the addition of the
Portfolio will serve to further establish AGI as a major role player in anaesthetics globally.
Completion
The Anaesthetics Transaction is subject to customary closing conditions and is anticipated to complete
during the third quarter of Aspen's 2017 financial year.
EXERCISE OF OPTION TO ACQUIRE FRAXIPARINE AND ARIXTRA IN COUNTRIES RETAINED BY GSK
As part of its acquisition of the thrombolytic products Fraxiparine and Arixtra from GSK in 2014, AGI also
acquired an option to acquire the same products in certain countries to which GSK retained the rights, most
notably China. AGI has exercised its option to acquire Fraxiparine and Arixtra in these countries for a
consideration of #45 million. This acquisition will be funded from existing funds.
The acquisition of the thrombolytic products in China creates synergistic opportunities with the recent
acquisition of the commercialisation rights to the AZ anaesthetics which have a material presence in that
country. The approximately #30 million Chinese revenue generated by the thrombolytic products, added to
the much higher level of sales of AZ anaesthetics in that country, provides Aspen with a sizeable footprint in
key hospital therapeutic areas in China.
The completion of the acquisition of the thrombolytic products in the relevant countries is subject to
customary closing conditions and is expected to occur during the third quarter of Aspen's 2017 financial year.
CANCELLATION OF THE COLLABORATION WITH GSK IN SUB-SAHARAN AFRICA
Aspen's wholly owned subsidiary, Pharmacare Limited ('Pharmacare'), and GSK have agreed to cancel the
rights of Pharmacare to collaborate in the sub-Saharan business of GSK ('the SSA Collaboration'). These
rights were acquired as part of a basket of transactions with GSK in 2009. GSK will pay Pharmacare #45
million as consideration for the cancellation of the SSA Collaboration.
The cancellation of the SSA Collaboration, which generated approximately R2.1 billion of gross revenue in
Aspen's 2015 financial year, will enable GSK to focus on its recently communicated strategic initiatives in
Africa. Aspen is retaining its existing African operations in Kenya, Tanzania, Nigeria, Ghana and Uganda and
will also continue its exports into approximately 15 other African countries. In addition, Aspen will continue
to seek other opportunities in the region should they fit with its strategic goals.
The cancellation of the SSA Collaboration is expected to become effective in the third quarter of Aspen's
2017 financial year.
FINANCIAL IMPACTS OF THE THREE TRANSACTIONS
If the GSK Portfolio was owned for the entire 2017 financial year, it would be expected to add approximately
75 cents per share to the normalised headline earnings per share ('NHEPS') of the Group. The net impact
on NHEPS of the acquisition of the thrombolytic products and the cancellation of the SSA Collaboration
should not be material.
This forecast has not been reviewed and reported on by Aspen's auditors.
Durban
12 September 2016
Sponsor:
Investec Bank Limited
About Aspen
Aspen is a leading global player in specialty, branded and generic pharmaceuticals with an extensive basket
of products that provide treatment for a broad spectrum of acute and chronic conditions experienced
through all stages of life. Aspen continues to increase the number of lives benefitting from its products,
reaching more than 150 countries.
Aspen has a strong presence in both emerging and developed countries. Its emerging market footprint
includes Sub-Saharan Africa, Latin America, South East Asia, Eastern Europe and the Commonwealth of
Independent States, comprising Russia and the former Soviet Republics. From a developed world
perspective Aspen is one of the leading pharmaceutical companies in Australia and has a growing presence
in other developed countries, most notably in Western Europe.
Aspen operates with an established business presence in approximately 50 countries spanning 6 continents
and employs more than 10,000 people. The Group operates 26 manufacturing facilities across 18 sites.
Aspen holds international manufacturing approvals from some of the most stringent global regulatory
agencies including the FDA, TGA and EMA. Aspen's manufacturing capabilities are scalable to demand and
cover a wide variety of product-types including oral solid dose, liquids, semi-solids, steriles, biologicals, APIs
and infant nutritionals.
Aspen, with a market capitalisation of approximately $10 billion, is the largest pharmaceutical company
listed on the JSE Limited (share code: APN) and ranks amongst the top 20 listed companies on this
exchange. For more information visit: http://www.aspenpharma.com/
About GSK
One of the world's leading research-based pharmaceutical and healthcare companies ' is committed to
improving the quality of human life by enabling people to do more, feel better and live longer. For further
information please visit www.gsk.com.
Date: 12/09/2016 09:00:00 Supplied by www.sharenet.co.za
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.
Sharenet Sites 
