• Bayer becomes the OTC leader in North and Latin America and achieves top global positions in key OTC categories
• Erica Mann heads Bayer’s new consumer care business globally
• Course set for successful integration
• Strategic pharma collaboration between Bayer und Merck & Co., Inc. in the field of sGC modulators takes effect
  

TORONTO, Oct. 1, 2014 /CNW/ – Bayer has completed the global acquisition of the consumer care business of the U.S. pharmaceuticals group Merck & Co., Inc., Whitehouse Station, New Jersey. The transaction closed on October 1, 2014, following receipt of required antitrust approvals. “This acquisition is a milestone for Bayer and we intend to continue the expansion of our attractive over-the-counter business both through organic growth and bolt-on acquisitions,” explained Bayer CEO Dr. Marijn Dekkers. Bayer paid a purchase price of USD 14.2 billion, less certain contingent amounts held back that will be payable upon antitrust approvals in Mexico and the Republic of Korea. Integration of the acquired business has been successfully initiated. The combined consumer care business is headed by Erica Mann, member of the Bayer HealthCare Executive Committee and responsible for the Consumer Care division.

The acquisition significantly enhances Bayer’s over-the-counter (OTC) business across multiple therapeutic categories and geographies. Pro forma sales of the combined businesses in 2013 amounted to USD 7.4 billion (EUR 5.5 billion), with Merck & Co., Inc.’s business contributing approximately USD 2.2 billion. The acquisition will give Bayer the global number two position in non-prescription medication – behind the combined OTC businesses of Novartis and GlaxoSmithKline, following the completion of their announced joint venture in 2015, and ahead of the world’s previous industry leader Johnson & Johnson. In Canada, Bayer now moves to a strong number three position and enters exciting new categories, including foot care; sun care; and cough, cold, allergy, sinus and flu.

Within a highly diverse industry, Bayer is now the OTC leader in North and Latin America and the leader in dermatology and gastrointestinal treatments, two of the five most important non-prescription health care product categories. The company has advanced to the number two position in the cough, cold, allergy, sinus and flu category and remains the number two in nutritionals and number three in analgesics.

The consumer care business acquired from Merck & Co., Inc. is primarily comprised of products in the cough, cold, allergy, sinus & flu; dermatology (including sun care); foot health; and gastrointestinal categories. The most important brands in Canada are Claritin™ (allergy), Coppertone™ (sun care), RestoraLAX™ (gastrointestinal), hydraSense™ (cold), and Dr. Scholl’s™ (foot care). These brands complement Bayer’s existing OTC portfolio, which includes brands such as ASPIRIN™ and Aleve™ in the analgesics category, Canesten™ (women’s health) and nutritional brands such as One A Day™ and Redoxon™, and Alka-Seltzer™ (gastrointestinal).

The purchase price of USD 14.2 billion includes a payment associated with sales of Claritin™ and Afrin™ in certain countries where these products are still prescription-only.

Bayer also expects the integration of the businesses to generate significant cost synergies – particularly in marketing spend and cost of goods – in the neighborhood of USD 200 million per year by 2017. Revenue synergies from increased commercial presence and leveraging Bayer’s substantial global infrastructure in key growth regions to roll out the Merck brands ex-US are expected to amount to approximately USD 400 million by 2017. Bayer anticipates one-time costs of approximately USD 0.5 billion for executing the transaction and combining the businesses, primarily in 2014/2015. The acquisition is expected to yield a positive contribution of 2 percent to core earnings per share already in the first year after closing.

The acquisition has been financed with a bridge facility, with part of this loan already redeemed using two hybrid bonds amounting to EUR 3.25 billion. Bayer plans to issue additional bonds for further financing on the capital market.

Integration off to a successful start

Approximately 2,000 employees from Merck & Co., Inc. and 8,800 from Bayer will be brought together under one roof in Bayer’s new consumer care business. The integration process is off to a successful start with the decision on appointments to the top two management levels. The third management level is expected to be completed in the autumn of 2014. “Our goal is to combine the best people and capabilities of both organizations”, said Erica Mann. The management team of the merged businesses will be located at existing Bayer sites in Whippany, New Jersey, United States: Basel, Switzerland; Shanghai, China; Leverkusen, Germany; and Singapore.

Bayer to receive up to USD 2.1 billion from the strategic pharma collaboration

The strategic pharma collaboration between Bayer and Merck & Co., Inc. in the field of soluble guanylate cyclase (sGC) modulators also comes into effect simultaneously. Bayer plans to strengthen its development options in the cardiology business with the global co-development and co-commercialization agreement, which has already been approved by the relevant antitrust authorities. Merck & Co., Inc. will make payments of up to USD 2.1 billion to Bayer. These include an up-front payment of USD 1 billion, which is to be paid shortly after completion as well as revenue-based milestone payments of up to USD 1.1 billion for future combined sales of certain jointly developed substances, including the pulmonary hypertension treatment Adempas™ (riociguat).

Bayer: Science For A Better Life
Bayer is a global enterprise with core competencies in the fields of health care, agriculture and high-tech polymer materials. As an innovation company, it sets trends in research-intensive areas. Bayer’s products and services are designed to benefit people and improve their quality of life. At the same time, the Group aims to create value through innovation, growth and high earning power. Bayer is committed to the principles of sustainable development and to its social and ethical responsibilities as a corporate citizen. In fiscal 2013, Bayer employed some 113,200 people and had sales of EUR 40.2 billion. Capital expenditures amounted to EUR 2.2 billion, R&D expenses to EUR 3.2 billion.

About Bayer in Canada
Bayer Inc. is a Canadian subsidiary of Bayer AG and the corporate headquarters for the Canadian operations. In Canada, Bayer operates its healthcare business – Pharmaceuticals, Consumer Care, Diabetes Care, Animal Health and Radiology & Interventional – from its headquarters in Toronto, ON, and Bayer CropScience Inc. operates out of its head office in Calgary, AB. Together with its material science business, Bayer improves the quality of life for Canadians through products that fight disease, protect crops and animals, and provide high-performance materials for numerous daily life uses. With more than 1,300 employees across the country, in 2013, Bayer had sales of $1.6 billion and invested $61 million in research and development in Canada.

For more information about Bayer, please visit www.bayer.ca.

Forward-Looking Statements
This news release may contain forward-looking statements based on current assumptions and forecasts made by Bayer Group or subgroup management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports, which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

SOURCE Bayer Inc.