Deal Announcement 02/19: Pharma & MedTech

The Deal

The PwC M&A team is pleased to announce the successful Closing of Project Maresme, the sale of Malgrat Pharma Chemicals S.L.U. (“MPC”), a Spain-based 100% subsidiary of Boehringer Ingelheim (“BI”), to AGC Inc. (“AGC”). PwC M&A acted as exclusive financial advisor to BI on this transaction.

The share purchase agreement for MPC was signed on 27th November 2018 and the transaction was closed on 28th February 2019.

As a result of a global strategic review of BI’s global manufacturing footprint, PwC M&A was engaged to run an international sale process to find the best new owner for MPC. In this context, the synthetic pharmaceutical intermediates as well as active ingredients manufacturing site located in Malgrat, Spain, was fully carve-out into Malgrat Pharma Chemicals S.L.U. in mid-2018 to minimise the risk of business disruption post transaction. In parallel and via its large international network, PwC approached selected investors. PwC proceeded with multiple investors into the due diligence process and ensured a competitive deal momentum until signing. The PwC Legal team led by Angelika Bartholomäi supported BI in preparing transaction documents as well as the negotiation phase of the project.

Going forward, MPC under new ownership of AGC will continue to be a key supplier of APIs as well as a long-term partner to BI. The acquisition of MPC will establish a strategic partnership between AGC and BI. Thereby, AGC will gain its first foothold in Europe and broaden its pharma CDMO business.

Malgrat Pharma Chemicals S.L.U.

MPC is a GMP multipurpose pharmaceutical manufacturing site suited for production of various APIs, intermediates and starting materials for human as well as veterinary applications. The site has proven lab- and pilot-scale know-how as well as upscaling capabilities covering a broad range of reaction technologies. As part of the BI, MPC primarily operated according to captive demand.

Boehringer Ingelheim

Improving the health and quality of life of patients is the goal of the research-driven pharmaceutical company Boehringer Ingelheim. The focus in doing so is on diseases for which no satisfactory treatment option exists to date. The company therefore concentrates on developing innovative therapies that can extend patients’ lives. In animal health, Boehringer Ingelheim stands for advanced prevention. Family-owned since it was established in 1885, Boehringer Ingelheim is one of the pharmaceutical industry’s top 20 companies. Some 50,000 employees create value through innovation daily for the three business areas human pharmaceuticals, animal health and biopharmaceuticals. In 2017, Boehringer Ingelheim achieved net sales of nearly 18.1 billion euros. R&D expenditure, exceeding three billion euros, corresponded to 17.0 per cent of net sales. As a family-owned company, Boehringer Ingelheim plans in generations and focuses on long-term success. The company therefore aims at organic growth from its own resources with simultaneous openness to partnerships and strategic alliances in research. In everything it does, Boehringer Ingelheim naturally adopts responsibility towards mankind and the environment. More information about Boehringer Ingelheim can be found on www.boehringer-ingelheim.com or in our annual report: http://annualreport.boehringer-ingelheim.com.

AGC Inc.

AGC Inc. (Headquarters: Tokyo, President & CEO: Takuya Shimamura) is the parent company of the AGC Group, a world-leading glass solution provider and supplier of flat, automotive and display glass, chemicals, ceramics and other high-tech materials and components. Based on more than a century of technical innovation, the AGC Group has developed a wide range of cutting-edge products. The AGC Group employs some 50,000 people worldwide and generates annual sales of approximately 1.5 trillion Japanese yen through business in about 30 countries. For more information, please visit www.agc.com/en.

PwC

The global PricewaterhouseCoopers network is a worldwide association of independent auditing and consulting companies which together employ more than 250,000 people in 158 countries. Our global network comprises nearly 1,550 M&A professionals all over the world, realising approx. 400 successful transactions per year. We specialise in a wide range of independent M&A services including advice on acquisitions and disposals, mergers, public takeovers, privatisations as well as structured financing.

A joint team of PwC M&A Germany and UK acted as exclusive financial advisor to Boehringer Ingelheim on this transaction. The transaction was led by Alexander Wenzel (Partner) and executed by Constantin Gutknecht (Senior Manager), The Thanh Nguyen (Manager) and Stefan Pruden (Senior Associate). The UK team comprising Paul Mankin (Partner) and Kate Campbell (Assistant Director) supported with deep industry insights.

The PwC Legal team comprised Steffen Schniep (Partner), Angelika Bartholomäi (Local Partner), Patrick Nordhues (Director), Minkus Fischer (Senior Manager), Georg Buchenhorst (Senior Associate) and Xiaoxi Zhang (Associate).