Impax Laboratories (IPXL) has agreed to shell out $586 million for a bucket of generic drug products from Teva Pharmaceutical (TEVA - Get Report) , bringing the latter one step closer to completing its pending megadeal for the generics business of Allergan (AGN - Get Report) .
The deal comes after what was a "highly competitive process" run by the Israeli pharmaceutical giant in connection with required divestitures mandated by the Federal Trade Commission relating to its $40.5 billion purchase of the U.S. generics business of Botox maker Allergan, Impax CEO and president Fred Wilkinson told investors on a Tuesday conference call.
"Teva ran what was a very difficult process very efficiently," Wilkinson noted.
Brent Saunders, the CEO of Dublin-based Allergan, told attendees on June 16 at The Deal's Corporate Governance Conference in New York that the sale of its unit to Teva was in final review with the FTC and just weeks away from closing.
Tuesday's deal is the second disclosure of assets being divested by Teva as it works to achieve regulatory approval for its generics deal. On June 11, Dr. Reddy's Laboratories (RDY - Get Report) announced that it's paying $350 million for a portfolio of generics assets from Teva.
Despite an announcement that promised earnings accretion and revealed an upgraded full-year guidance, shares of Impax stumbled 11.45% to finish at $28.31 on Tuesday, assigning the Hayward, Calif., buyer a market capitalization of about $2.13 billion.
Allergan shares retreated 1.64% to $231.55, while Teva shares slid 1.90% to $50.98.
Likely contributing to investor disappointment was the lack of clarity about the basket of products being acquired, as Impax at this time isn't able to expose what the particular assets in the deal are.
Impax said in its June 21 announcement that the acquisition encompasses a portfolio of 15 currently marketed generics products, one approved generic product and two dosage increases for a currently marketed product that have yet to be launched. It also includes one pipeline generic product and one pipeline dosage increase for a currently marketed product that are each pending Food and Drug Administration approval, plus the rights to its pending abbreviated new drug application for the generic equivalent of Concerta and another generic product under development.
Impax said it expects the portfolio of products will be immediately accretive, with the marketed products having generated about $150 million and $100 million in net sales and gross profit, respectively, in 2015. The pending and development pipeline programs are estimated to have U.S. brand and generic sales of about $3.1 billion for the 12 months ending this past March 31, according to IMS Health, the company said.
"These products are by nature low competition products," Wilkinson told investors on the Tuesday call.
Tuesday's deal will be funded with existing cash and $500 million in newly committed term loans, Impax said, noting that it anticipates a net debt-to-trailing 12-month adjusted pro-forma Ebitda ratio of about 2.1 times post-transaction.
The company would be willing to lever up to as high as 4 times to 4.5 times for the right opportunity as long as it has a very de-risked path to de-lever, management said on the call. Wilkinson hinted that Impax, following its latest deal, may shift its attention to potential acquisitions of branded products and companies.
In addition to the transaction, Impax said Tuesday that it anticipates earnings per share to increase at least 20% over its full year 2015 levels, as opposed to its previously anticipated increase of at least 10%. At the same time, Impax said it expects to incur a full-year 2016 interest expense of about $20 million, more than double the $8 million expense it had previously anticipated.
RBC Capital Markets is providing fully committed financing to Impax on the transaction, while Sullivan & Cromwell's Frank Aquila, Matthew G. Hurd, M. Patricia Li, Julia R. Kim, Amanda J. Gill, Ronald E. Creamer Jr. and Ari B. Blaut and McDermott Will & Emery served as legal counsel to the company on the transaction.
Greenhill & Co. served as financial adviser and Kirkland & Ellis served as legal counsel to Teva.