Mallinckrodt said Sept. 10 that it agreed to sell BioVectra Inc to H.I.G. Capital for about $250 million. The fixed consideration of $175 million includes an upfront payment of $135 million and a long-term note for $40 million, and contingent payments of up to $75 million. BioVectra is a contract development and manufacturing organization.
STAINES-UPON-THAMES, United Kingdom and MIAMI, Sept. 10, 2019 /PRNewswire/ — Mallinckrodt plc (NYSE: MNK), a global biopharmaceutical company, today announced it has entered into a definitive agreement to sell its wholly owned subsidiary BioVectra Inc. to an affiliate of H.I.G. Capital, a leading global private equity investment firm, for approximately $250 million, including fixed consideration of $175 million, comprised of an upfront payment of $135 million and a long-term note for $40 million, and contingent payments of up to $75 million, enabling Mallinckrodt to capture future BioVectra growth potential.
BioVectra is a contract development and manufacturing organization (CDMO) whose global client base includes many of the top biopharmaceutical companies in the world. The company has a unique mix of capabilities, with core growth engines in complex chemistry, biologics and drug development. BioVectra will continue to supply an active pharmaceutical ingredient supporting Mallinckrodt’s specialty brands business under a long-term arrangement. The transaction is anticipated to include all of BioVectra’s sites in Prince Edward Island and Nova Scotia, Canada, as well as its employee base.
“This transaction continues to advance Mallinckrodt’s strategic focus on branded, high-growth biopharmaceuticals by monetizing a non-core business,” said Mark Trudeau, President and Chief Executive Officer of Mallinckrodt. “While we recognize the longer-term growth potential for BioVectra, we believe that the structure of this deal enables us to participate in the future success of the business, and therefore we see this sale as the best option for both Mallinckrodt and BioVectra moving forward.”
“We are excited to support BioVectra’s exceptional leadership and highly dedicated employees,” said Mike Gallagher, Managing Director at H.I.G. Capital. “BioVectra demonstrates a tremendous ability to generate robust organic growth and utilizes a broad set of technical capabilities to deliver outstanding service and quality. They are completing major capital expenditure programs to significantly expand capacity and the company is well positioned to capitalize on growing demand for their services.”
The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions. It is not anticipated that the sale will have any material tax impact to Mallinckrodt. The company intends to use the proceeds from this divestiture consistent with its previously disclosed capital allocation priorities.
Goldman Sachs & Co. LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to Mallinckrodt in connection with the transaction.
Wells Fargo Securities LLC served as financial advisor and McDermott Will & Emery LLP served as legal advisor to H.I.G. Capital.
BioVectra is a CDMO that serves global pharmaceutical and biotech companies with full-service cGMP outsourcing solutions for intermediates and active pharmaceutical ingredients (APIs). An innovative and reliable service partner with a strong regulatory history, BioVectra has over 45 years of experience specializing in:
• cGMP microbial fermentation
• Complex chemistry – high potency APIs
• Formulation development
For more information about BioVectra, please visit www.biovectra.com.
Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company’s Specialty Brands reportable segment’s areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
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About H.I.G. Capital
H.I.G. is a leading global private equity and alternative assets investment firm with more than $34 billion of equity capital under management.* Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los Angeles, San Francisco, and Atlanta in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris, Bogotá, Rio de Janeiro and São Paulo, H.I.G. specializes in providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/value-added approach:
1. H.I.G.’s equity funds invest in management buyouts, recapitalizations and corporate carve-outs of both profitable as well as underperforming manufacturing and service businesses.
2. H.I.G.’s debt funds invest in senior, unitranche and junior debt financing to companies across the size spectrum, both on a primary (direct origination) basis, as well as in the secondary markets. H.I.G. is also a leading CLO manager, through its WhiteHorse family of vehicles, and manages a publicly traded BDC, WhiteHorse Finance.
3. H.I.G.’s real estate funds invest in value-added properties, which can benefit from improved asset management practices.
Since its founding in 1993, H.I.G. has invested in and managed more than 300 companies worldwide. The firm’s current portfolio includes more than 100 companies with combined sales in excess of $30 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.
*Based on total capital commitments managed by H.I.G. Capital and affiliates.
CAUTIONARY STATEMENTS RELATED TO FORWARD-LOOKING STATEMENTS
Statements in this document about Mallinckrodt that are not strictly historical, including statements regarding the proposed divestiture; the expected timetable for completion of the divestiture; the potential use of proceeds from the divestiture; payment on the long-term note and future contingent payments; future financial condition and operating results; economic, business, competitive and/or regulatory factors affecting Mallinckrodt’s businesses; and any other statements regarding events or developments that the company believes or anticipates will or may occur in the future, may be “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.
There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: the parties’ ability to satisfy the conditions to the divestiture, and complete the divestiture on the anticipated timeline or at all; the buyer’s ability to make payments on the long-term note or future contingent payments; general economic conditions and conditions affecting the industries in which Mallinckrodt operates; the commercial success of Mallinckrodt’s products; Mallinckrodt’s ability to realize anticipated growth, synergies and cost savings from acquisitions; conditions that could necessitate an evaluation of Mallinckrodt’s goodwill and/or intangible assets for possible impairment; changes in laws and regulations; Mallinckrodt’s ability to successfully integrate acquisitions of operations, technology, products and businesses generally and to realize anticipated growth, synergies and cost savings; Mallinckrodt’s and Mallinckrodt’s licensers’ ability to successfully develop or commercialize new products; Mallinckrodt’s and Mallinckrodt’s licensers’ ability to protect intellectual property rights; Mallinckrodt’s ability to receive procurement and production quotas granted by the U.S. Drug Enforcement Administration; customer concentration; Mallinckrodt’s reliance on certain individual products that are material to its financial performance; cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations; the reimbursement practices of a small number of public or private insurers; pricing pressure on certain of Mallinckrodt’s products due to legal changes or changes in insurers’ reimbursement practices resulting from recent increased public scrutiny of healthcare and pharmaceutical costs; limited clinical trial data for Acthar Gel; complex reporting and payment obligations under healthcare rebate programs; Mallinckrodt’s ability to navigate price fluctuations; future changes to U.S. and foreign tax laws; Mallinckrodt’s ability to achieve expected benefits from restructuring activities; complex manufacturing processes; competition; product liability losses and other litigation liability; ongoing governmental investigations; material health, safety and environmental liabilities; retention of key personnel; conducting business internationally; the effectiveness of information technology infrastructure; and cybersecurity and data leakage risks; Mallinckrodt’s substantial indebtedness and its ability to generate sufficient cash to reduce its indebtedness; and any future actions taken with respect to the Specialty Generics business.
These and other factors are identified and described in more detail in the “Risk Factors” section of Mallinckrodt’s Annual Report on Form 10-K for the fiscal year ended December 28, 2018. The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.