Aspen announces multi-territory acquisition of GSK OTC products for R2.1 billion

20/04/12:

Aspen Pharmacare Holdings Limited (“Aspen”)
(Incorporated in the Republic of South Africa)
Registration Number 1985/002935/06
Share code APN – ISIN: ZAE000066692 (“Aspen Holdings”)

ASPEN ANNOUNCES MULTI-TERRITORY ACQUISITION OF GSK OTC PRODUCTS FOR R2.1 BILLION

Durban, South Africa: Aspen Holdings is pleased to announce that the Aspen Group (“Aspen”) has reached agreement with GlaxoSmithKline plc (“GSK”) for the acquisition of a portfolio of established over-the-counter (“OTC”) products (“the products”) 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, Aspen Group Chief Executive said, “The products acquired through these transactions are an excellent geographic fit with Aspen’s existing footprint and will allow for significant strengthening of Aspen’s OTC offering in all of the territories concerned. The products have considerable established brand equity, which Aspen intends to leverage through increased promotion and plans to expand through line extensions. The transactions will also provide impetus in territories where Aspen is seeking to grow critical mass such as Latin America and South East Asia.”

The deal comprises two transactions (“the transactions”):

  • The acquisition by Aspen 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) (“the Southern Africa transaction”); and
  • The acquisition by Aspen Global Incorporated, a wholly owned subsidiary of Aspen 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 (“the Rest of the World transaction”).

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, “the Rest of the World conditions”).

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 Aspen over periods of time varying by country. Existing manufacturing arrangements for the products will be assumed by Aspen.

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 Aspen’s 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).

Aspen expects the transactions to be earnings accretive from the outset.

GSK’s 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, Aspen Group Chief Executive
Tel: +27 (031) 580-8603

Gus Attridge, Aspen Deputy Group Chief Executive
Tel: +27 (031) 580-8605

Roshni Gajjar, Aspen Investor Relations
Tel: +27 (041) 407-2952 : Cell: +27 82 879 1826