The Deal
Wednesday, November 25, 
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Dealwatch: Merck-Schering-Bayer

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After it failed to win German birth-control maker Schering AG in 2006, drug titan Merck KGaA put its generics division on the block and has sold it to Mylan Laboratories Inc. for $6.6 billion. The deal nearly triples Pittsburgh-based Mylan Labs' revenue.

First round bids reportedly came due March 8 for the unit, which at the time was believed to go for up to $6.1 billion, according to some estimates. Citing a report in India's Economic Times, Reuters said March 16 Barr Pharmaceuticals Inc. and Germany's Stada Arzneimittel AG are out of the running. On the short list, it seemed, were Ranbaxy Laboratories of India, Israeli Teva Pharmaceutical Industries Ltd, Iceland's Actavis and Mylan Labs.

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But the unit didn't deter private equity eyes--Carlyle Group, Kohlberg Kravis Roberts & Co. and Warburg Pincus were reportedly eying the unit, while Bain Capital and Apax Partners are also said to be teaming up for a bid.

Auction buzz first surfaced Jan. 4 and Merck confirmed a day later that it was indeed considering a sale. Merck had hoped to close a sale by mid-year, Reuters said in March. The sale proceeds will help pay for Merck's $13.3 billion purchase of Switzerland biotech Serono SA last year.

A divestiture is strategic, wrote The Deal's Andrew Bulkeley in January: "Off-patent medicines command a large -- and expanding -- portion of the pharmaceuticals market, but they carry small margins and tie up cash that pharmaceuticals groups such as Merck need for developing blockbuster drugs. Novartis kicked off this round of consolidation two years ago with the $16 billion purchase of Germany's Hexal AG and sister U.S. business Eon Labs Inc."

A go at the unit wouldn't have been the first such for KKR. Alongside Blackstone Group LP last year, the firm was left empty-handed in the auction for Croatian generics maker Pliva d.d. In the final bidding round, Woodcliff Lake, N.J.-based Barr Pharmaceuticals Inc. beat out Iceland's Actavis Group hf and acquired the company for $2.5 billion.

ALL'S FAIR

The auction follows a lengthy bidding war in which Merck went head-to-head with Bayer AG for Schering, ultimately losing out to a sweetened, $21.7 billion bid.

It looked like Merck KGaA had ended its pursuit of the German birth-control maker in mid-June, clearing the way for Bayer AG's $20.6 billion takeover of the highly coveted target by agreeing to sell the rival its stake for $4.7 billion. But as of July 12, Bayer failed to hit its squeeze-out target after its $21.7 billion (increased to 89 a share from 86 a share, after a last-ditch effort from Merck to grab the company) bid landed the drugmaker with 92.4% of its target.

Bayer is still working on the squeeze out.

STOCK PILING

While Leverkusen, Germany-based Bayer was set to close its $20.6 billion white knight offer for Berlin-based Schering, uber-hostile Darmstadt, Germany-based Merck was well on its way to buying up 30% of the target's shares, which, under German takeover law, would have required it to make an offer for the entire company. The triangular relationship of the German drugmakers has seen months of activity.

  • Schering rebuffed a €77 euros per share takeover attempt by Merck in March, which the would-be acquirer later withdrew, saying any higher offer would be "unreasonable."
    • Apparently, Merck no longer clings to that argument. One analyst told The Deal whatever price its paying for Schering shares is likely higher than the €86 per share buyout offer from Bayer.
    • Its latest, but failed strategy surfaced Thursday, June 8, when the company said it had amassed a 10.1% Schering stake. The next day, Merck said it had upped the holding to 18.6%, or 35.4 billion shares worth €3.04 billion.
  • Meanwhile, Bayer held more than 61% of Schering as of Friday, June 9, and voiced frustration in a press release. The would-be acquirer said it would counter Merck's encroach and buy shares itself. Seventy-five percent of the target's shares were required for its bid to succeed.
  • Before the frenzied week, it had looked like Bayer had won its target as Merck withdrew its initial offer March 24.
    • The offer energized Schering stock, which climbed more than 5.2% to €89.45 at the time.
    • Bayer's offer expired at midnight Wednesday, June 14 and the acquirer won most of its target. Maybe now we'll all get a little pain relief after a deal to create a German drug juggernaut has finally come together.


Dealwatch executive summary
The Date
The Action
5.14.07 Mylan Labs wins Merck generics with $6.6 billion bid.
3.16.07 Barr, Stada are reportedly out of the running.
3.08.07 Merck said to hear first-round bids.
1.16.07 Merck draws usual suspects, financial bidders for its generics unit.
1.05.07 Merck may sell its generics business. Bayer's still working on that squeeze out.
9.19.06 Activis abandons Pliva pursuit.
6.14.06 Bayer pays Merck $4.7 billion to back off.
6.14.06 Bayer says it will raise its Schering offer, just hours before it is set to expire.
6.13.06 Bayer files suit against encroaching Merck, which it later drops after Merck agrees to back off.
6.12.06 Merck plans a bid for Schering.
6.09.06 Bayer releases a statement it will proceed full-steam ahead with its Schering takeover.
6.08.06 Merck begins scooping up Schering shares.
3.29.06 Bayer issues bonds to fund its takeover. (See related Deal memo)
3.24.06 Down but not out, Merck starts to look around for other acquisition opportunities.
3.24.06 Bayer wins its target...maybe; the offer is a boon to Schering's stock price.
3.24.06 Fuller, Smith & Turner plc takes George Gale and Co. Ltd for $160.2 million. (See related Deal memo)
3.22.06 Schering taps Dresdner Kleinwort Wasserstein and Morgan Stanley to come up with a defensive game plan.
3.14.06 It looks like other Schering bidders may emerge.
3.12.06 Merck goes hostile for Schering.

Source: The Deal




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