Nestle Plumps Up Skin Health with Valeant Deal

NEW YORK (The Deal) -- Switzerland's Nestle SA is bolstering its recently created skin health division through a $1.4 billion deal to buy rights to dermatology treatments from Canada's Valeant Pharmaceuticals International (VRX).

The announcement on Wednesday coincided with news that Valeant had lifted its hostile offer for Botox maker Allergan (AGN) to $49.4 billion.

Valeant said the sale of what it called filler and toxin treatments including Restylane, Perlane, Emervel, Sculptra and Dysport to Nestle wasn't conditional on its bid for Irvine, Calif.-based Allergan bid succeeding.

Vevey, Switzerland-based Nestle plans to fold the skin treatments it is acquiring into its Nestle Skin Health SA division, which has at its core the Galderma dermatology company from which it is in the process of buying out partner L'Oreal.

The deal with Valeant gives Nestle full rights to commercialize the treatments in the U.S. and Canada. Galderma already sells the products outside those markets.

"With this deal we have acquired key strategic assets to extend Nestle's activities in the field of specialised, medical skin treatments, providing consumers with life-enhancing scientific products," said Nestle chairman Peter Brabeck-Letmathe in a statement.

"This move will reinforce Galderma's leading position in the industry when it becomes Nestle Skin Health by allowing it to complete its geographic footprint for its strong portfolio of brands and leading medical solutions globally," added Nestle CEO Paul Bulcke.

The transaction requires regulatory approval. Nestle's purchase of the outstanding 50% of Galderma has yet to receive all the needed regulatory approvals. Valeant noted that Nestle expects the Galderma buyout to close in July.

The February deal between Nestle and L'Oreal valued the French seller's 50% stake in Galderma at 3.13 billion ($4.26 billion), including 490 million of debt. It was part of a wider agreement under which L'Oreal agreed to buy and cancel 8% of its stock owned by Nestle in exchange for 6.5 billion in cash and assets, including the Galderma stake.

Nestle received financial advice from Credit Suisse Group's Jens Welter and legal counsel from Kevin Rinker, Jeff Cunard, Jon Lewis and Gary Friedman from Debevoise & Plimpton. Valeant received legal advice from Sullivan & Cromwell's Alison Ressler and Sarah Payne.

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