Niche biotech company Warner Chilcott Plc (NASDAQ:WCRX) has been looking for an exit strategy ever since announcing strategic alternatives back in August 2012. The company has strong product lines in women’s health and gastroenterology, but it has had trouble finding success in its quest for new blockbuster drugs. Compounding Warner’s problems, the generic drugmakers have been nipping away at its market share in key areas, including its osteoporosis franchise. Fortunately, generic drugmaker Actavis Inc (NYSE:ACT) saw a compelling opportunity to jumpstart its own specialty drug ambitions, offering roughly $4.5 billion for Warner Chilcott Plc (NASDAQ:WCRX) back in May 2013.
Much like fellow drugmaker Valeant Pharmaceuticals Intl Inc (NYSE:VRX), Warner prefers to buy developed drug programs, rather than to expend significant resources on risky research and development activities. Warner’s purchase of The Procter & Gamble Company (NYSE:PG)’s branded pharmaceuticals business in 2009 doubled its size and brought it leading osteoporosis and ulcer products. The company also bought significant market share in the contraceptive area with its 2003 purchase of Pfizer Inc. (NYSE:PFE)’s Loestrin product assets.
In its latest fiscal year, Warner Chilcott Plc (NASDAQ:WCRX)’s overall sales continued a multi-year decline, due primarily to patent expirations in its osteoporosis area. However, the company did enjoy sales gains in its contraceptive and gastroenterology segments, with its Asacol ulcer drug estimated to control half of the orally-administered U.S. market, according to data provider IMS Health. In addition, Warner enhanced its profitability with the outsourcing of international marketing for certain drugs to European drug giant Sanofi.
With key patent expirations looming in 2014 and a heavy debt load, roughly $4 billion as of December 2012, Warner Chilcott Plc (NASDAQ:WCRX) needed a deep pocketed partner capable of expanding distribution of its leading drug programs. Actavis Inc (NYSE:ACT) certainly fits the bill with a 60 country geographic footprint and a sizable distribution business in Europe. The company, formerly known as Watson Pharmaceuticals, has been one of the industry’s big success stories of the past five years, as it grew into the world’s #3 generic drugmaker.
In its latest fiscal year, Actavis Inc (NYSE:ACT) reported solid financial results, with increases in revenue and adjusted operating income of 29.0% and 19.2%, respectively, versus the prior year. The company’s sales growth benefited from launches of generic versions of popular cholesterol and attention deficit drugs, as well as from its international acquisitions of generic competitors in Europe and Asia. However, Actavis’ operating margin declined moderately, as a result of rising costs for the ramp-up of its new products.
Actavis Inc (NYSE:ACT) is going hard after the specialty drug segment with its purchase of Warner, as well as its January 2013 acquisition of Uteron Pharma, a biotech company focused on the women’s health area. With a purchase price of roughly five times operating cash flow, Actavis received considerable value for Warner Chilcott Plc (NASDAQ:WCRX) despite the large associated debt load. The company should be able to create significant efficiencies in Warner’s overhead, leading to higher profits that will allow it to pay down the transaction’s debt.