LONDON and BASEL, Switzerland — GlaxoSmithKline plc plans to buy Novartis’ 36.5% stake in their consumer health care joint venture for $13 billion.
Under the agreement announced Tuesday, Novartis’ shares in the joint venture will be canceled, and the joint venture will pay the buyout price to Novartis. GSK has entered into a committed facilities agreement to support funding of the buyout. GSK also has agreed to pay a breakup fee of $200 million if its board withdraws or modifies the deal or if the transaction isn’t voted on or approved by GSK shareholders.
The GSK-Novartis Consumer Healthcare joint venture was formed in 2015 via a three-part transaction with GSK, which included integrating the Novartis over-the-counter business with the GSK consumer health business in the existing joint venture.
GSK Consumer Healthcare includes brands in oral care (Sensodyne, Aquafresh, Polident, Biotene, Parodontax), OTC medicines (Flonase, Theraflu, Contac, Otrivin), smoking cessation (Nicorette, Nicotinell), pain relief (Excedrin, Voltaren, Panadol, Fenbid), antacids (Tums, Eno), nutrition beverages (Horlicks) and skin care (Abreva, Lamisil, Zovirax, Fenistil, Physiogel).
GSK said that, with the proposed buyout, it will begin a strategic review of assets, including putting the Horlicks brand up for sale. The company also is reviewing its stake in its Indian consumer health subsidiary.
Last year, the GSK Consumer Healthcare business posted sales of more than $11 billion, and since 2015 sales have grown 4% on a three-year compound annual growth rate, according to GSK.
“The proposed transaction addresses one of our key capital allocation priorities and will allow GSK shareholders to capture the full value of one of the world’s leading consumer health care businesses,” GSK chief executive officer Emma Walmsley said in a statement. “For the group, the transaction is expected to benefit adjusted earnings and cash flows, helping us accelerate efforts to improve performance. Most importantly, it also removes uncertainty and allows us to plan use of our capital for other priorities, especially pharmaceuticals R&D.”
Novartis said the sale of its stake in the consumer health venture will enable the company to sharpen its focus on the development and growth of its core businesses.
“While our consumer health care joint venture with GSK is progressing well, the time is right for Novartis to divest a noncore asset at an attractive price,” stated Vas Narasimhan, CEO of Novartis. “This will strengthen our ability to allocate capital to grow our core businesses, drive shareholder returns and execute value-creating, bolt-on acquisitions as we continue to build the leading medicines company, powered by digital and data.”
Plans call for the four Novartis directors on the joint venture’s 11-member board to step down upon the completion of the transaction. Pending GSK shareholder approval, the companies expect to finalize the buyout this summer.
In January, Walmsley had said GSK would take a look at the Pfizer Consumer Healthcare unit, which Pfizer Inc. put on the block for a potential sale last fall.
However, on Friday, GSK announced that it wouldn’t pursue a Pfizer Consumer Healthcare acquisition. “While we will continue to review opportunities that may accelerate our strategy, they must meet our criteria for returns and not compromise our priorities for capital allocation,” Walmsley stated.