Aspen divests of its Japanese operations for up to R6.5 billion

Johannesburg – JSE Limited listed Aspen Pharmacare Holdings Limited (APN), a global multinational specialty and branded pharmaceutical company, is pleased to announced that its wholly owned subsidiary, Aspen Global Incorporated (“AGI”), has concluded an agreement to divest of Aspen’s Japanese operations and related intellectual property to Sandoz, a Novartis Division, for a cash consideration of up to EUR 400 million/ ZAR 6.5 billion (translated at ZAR16.37 to EUR, exchange rate subject to change) (“the Transaction”). It is anticipated that the Transaction will complete during the first half of calendar year 2020 (second half of Aspen’s 2020 financial year).

Stephen Saad, Aspen Group Chief Executive said, “This Transaction complements our stated strategic intent to focus on our core pharmaceutical business in markets that offer scale and alignment to our business model. Although our Japanese-based operations do not provide appropriate scale and leverage in relation to this focus, the strong management team, dedicated staff, specialty portfolio and the commercial platform represent an excellent opportunity for Sandoz when combined with their Japanese portfolio and product pipeline.”

AGI has also entered into a five-year Manufacturing and Supply Agreement with Sandoz (with an additional two-year extension option at the election of Sandoz), which will take effect from completion of the transaction, for the supply of active pharmaceutical ingredients, semi-finished and finished products related to the portfolio of divested brands.

Aspen Japan’s operations contributed ZAR 2.1 billion in revenue and ZAR 0.4 billion in normalised EBITDA to the Group for the year ended 30 June 2019. The Net Asset Value of the Japanese operations was approximately ZAR 4.8 billion as at 30 June 2019.

In terms of the Transaction, the disposal of Aspen’s Japanese operations comprises of the following elements:

  • Intellectual property and any related goodwill owned by AGI; and
  • Transfer of all of AGI’s shares in Aspen Japan KK (“AJKK”) (a wholly owned subsidiary of AGI) to Sandoz.

Proceeds

The payment of the purchase consideration in terms of the Transaction has been structured as follows:

  • Upfront cash consideration upon completion :                           EUR 300 million (Note 1)
  • Deferred conditional consideration:                                           EUR 100 million (Note 2)
  • Note 1:

The upfront cash consideration is subject to customary adjustments for net cash/debt and working capital in AJKK on completion;

  • Note 2:

The deferred conditional consideration relates to milestone payments to be made to AGI contingent upon achieving certain supply criteria and licensing opportunities. It is expected that all milestones earned will have been received by 31 December 2023.

The net proceeds from the Transaction will be used to further reduce debt.

Conditions precedent and completion

The Transaction is conditional upon the fulfilment of the customary conditions precedent applicable to transactions of this nature, the more material of which are:

  • Consent of lenders in terms of Aspen’s syndicated debt facilities; and
  • Anti-Trust approval from the Japan Fair Trade Commission.

Ends

Issued by:                     Shauneen Beukes, Aspen Group Communications Manager

                                    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

                                    Samer Kassem, Chief Executive, Aspen Global Incorporated

                                    Tel: +230 209-3333

                                    Luresha Chetty, Aspen Corporate Affairs Executive

                                    Tel: +27 (031) 580-8637