Schweizerhall Pharma - Acino
Schweizerhall Pharma - Acino
Schweizerhall Pharma - Acino
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PRESS RELEASE FOR IMMEDIATE PUBLICATION<br />
<strong>Schweizerhall</strong> expands its pharmaceutical market presence with the acquisi-<br />
tion of Novosis AG<br />
• <strong>Schweizerhall</strong> Holding AG acquires the German specialty pharmaceuticals company Novosis<br />
AG<br />
• Purchase price in cash and own shares is subject to the achievement of milestones<br />
• Novosis is a technological leader in the development and manufacturing of transdermal<br />
drug delivery systems<br />
• Complementary technology platforms and customer segments offer new growth potential<br />
• Agenda item: authorized capital of 300 000 shares proposed<br />
• Acquisition further strengthens corporate strategy by focusing on specialty pharmaceuticals<br />
and value added generics<br />
Basle, March 10, 07.00 hrs. --- <strong>Schweizerhall</strong>, the Basle-based group specializing in pharmaceuticals<br />
and chemicals, announced today the signing of a purchase agreement for the acquisition of Novosis<br />
AG, located in Miesbach, Germany. The two companies are engaged in complementary business<br />
activities focused on dynamic segments of the pharmaceuticals industry. With Novosis,<br />
<strong>Schweizerhall</strong> gains access to another attractive market segment within specialty pharma and value<br />
added generics. This contrasts from the classic generics business by offering better margins and<br />
higher barriers to entry.<br />
Luzi A. von Bidder, President of the Board of Directors of <strong>Schweizerhall</strong> Holding AG states: “The acquisition<br />
of Novosis represents an excellent strategic fit and complementary strengthening of our<br />
pharmaceutical activities. Hence it broadens our technology base for pharmaceuticals particularly in<br />
the area of advanced drug delivery, strengthens our offering for the generics industry and improves<br />
our access to research-driven pharmaceutical companies. After this purchase <strong>Schweizerhall</strong> still has<br />
sufficient financial flexibility to fuel the further expansion of the Business Unit <strong>Pharma</strong>”.<br />
Dr. Wilfried Fischer, founder and chairman of the Board of Novosis AG commented: “Our goal with this<br />
transaction is two-fold. We want to secure financial resources to fund our R&D activities and also to<br />
achieve a good return for the financial investors who have supported us during the start-up phase of<br />
our company. We are delighted about the successful closing of the negotiations and look forward to<br />
joining forces with our industrial partner, <strong>Schweizerhall</strong>”.<br />
<strong>Schweizerhall</strong> Holding AG<br />
Elsässerstrasse 229<br />
CH-4013 Basel<br />
www.schweizerhall.com 1 von 4
Novosis AG is a technological leader in the area of advanced drug delivery<br />
Novosis AG is a privately owned pharmaceutical company specialized in the development and manu-<br />
facturing of transdermal and biodegradable, subcutaneous drug delivery systems. The company,<br />
founded in 1997 by Dr. Wilfried Fischer and based in Miesbach close to Munich (Germany), currently<br />
employs 62 highly skilled and motivated staff. Novosis develops and manufactures products for re-<br />
nowned pharmaceuticals and generics companies including Schering, Sandoz/Novartis and Ratio-<br />
pharm. Top selling drugs include several highly effective transdermal systems, such as Fentanyl<br />
patches for the treatment of chronic pain. The company possesses a full pipeline of new products<br />
scheduled to reach the market over the next few years. Experienced pharmacists (Ph.D.), biologists,<br />
engineers, formulation chemists, as well as chemical and pharmaceutical technicians deploy their<br />
know-how and competence for the development of new technologically complex drug delivery systems.<br />
Transdermal systems for contraception, the treatment of central nervous system diseases, novel<br />
patches to relieve pain as well as biodegradable implants for the treatment of prostate cancer are<br />
some of the more advanced projects in the R&D pipeline. Additionally, research in transdermal delivery<br />
focuses on innovative approaches in actively controlled drug release and transdermal application.<br />
In this field Novosis developed new, patent-protected technologies which will continue to supply its<br />
pipeline with innovative products. At its Miesbach site, Novosis operates state-of-the-art manufacturing<br />
facilities with an annual capacity currently in excess of 100 million patches. For the full year 2006 Novosis<br />
expects a turnover of EUR 16 million, an EBITDA of EUR 4.8 million and forecasts rapid and<br />
profitable mid-term growth based on the market introduction of new products. The size of the therapeutic<br />
patch market is estimated at approximately USD 4 billion with an annual growth of around 12%.<br />
Purchase price partially dependent on the achievement of milestones<br />
<strong>Schweizerhall</strong> reached an agreement with the major shareholders of Novosis AG, founder Dr. Wilfried<br />
Fischer and several financial investors, on the acquisition of the entire share capital of Novosis AG.<br />
Initially, by the end of May 2006, <strong>Schweizerhall</strong> will pay EUR 26.6 million in cash and EUR 8.3 million<br />
in newly issued <strong>Schweizerhall</strong> shares. Depending on the achievement of financial earnings and R&D<br />
milestones, a second payment of minimum EUR 9.0 million and maximum EUR 47.7 million will be<br />
due in the first quarter 2008. Dr. Wilfried Fischer will receive half in cash and half in <strong>Schweizerhall</strong><br />
shares for 44% of the Novosis share capital and will become a bigger shareholder of <strong>Schweizerhall</strong><br />
Holding AG. The financial investors will be paid solely in cash. The cash component will be settled<br />
with existing liquid funds and borrowings to be raised temporarily and repaid with the proceeds from<br />
the future divestment of private equity investments. Consolidation in the financial accounts of the<br />
<strong>Schweizerhall</strong> Group will take place from the date of the acquisition or in 2006 for the approximately<br />
three remaining quarters of the year.<br />
<strong>Schweizerhall</strong> Holding AG<br />
Elsässerstrasse 229<br />
CH-4013 Basel<br />
www.schweizerhall.com 2 von 4
Issuance of authorized share capital proposed to the Annual General Meeting of <strong>Schweizerhall</strong><br />
Holding AG<br />
At the Annual General Meeting on April 28, 2006, <strong>Schweizerhall</strong> Holding AG will propose to issue an<br />
additional authorized capital of 300 000 shares for the future growth of its pharmaceutical business.<br />
Part of the shares will be used to reimburse Dr. Wilfried Fischer for the Novosis acquisition.<br />
Complementary technology platforms and customer segments offer new growth potential<br />
Two successful businesses offering pharmaceutical products and services are joining forces. The<br />
combined technological know-how in both the development and manufacturing of oral formulations<br />
(Business Unit <strong>Pharma</strong> with Cimex <strong>Pharma</strong>) and in transdermal and implantable drug delivery systems<br />
(Novosis) strengthens the specialty range of the common business. The new alliance emerges<br />
as a strong supplier to the fast growing European pharmaceuticals market, based on strong client relationships<br />
with generics distributors and on a good cooperation with research-driven pharmaceutical<br />
companies.<br />
Dr. Wilfried Fischer will continue to serve as CEO of Novosis AG within the <strong>Schweizerhall</strong> Group. A<br />
former head of development of Hexal (now Sandoz/Novartis) he has a successful track record of experience<br />
in the research-driven pharmaceutical industry as well as in the generics field.<br />
<strong>Schweizerhall</strong> intends to expand its strategic positioning in generics through Novosis and to<br />
strengthen contract development services for research-driven pharmaceutical companies. In the<br />
longer term, <strong>Schweizerhall</strong> plans to push product development and to build a combined broadened<br />
product portfolio. In addition, significant synergies exist between <strong>Schweizerhall</strong>’s Business Unit<br />
<strong>Pharma</strong> (Cimex) and Novosis in the area of sourcing of active ingredients, product development and<br />
registration.<br />
Additional information regarding this transaction will be presented at the forthcoming press conference<br />
on March 23, 2006. On the same occasion the annual results 2005, approved by the Board of Directors<br />
on March 3, 2006, will be published.<br />
Novosis AG<br />
Novosis AG, a privately held pharmaceutical company based in Miesbach (Germany), specializes in<br />
the development and manufacturing of transdermal and implantable drug delivery systems. Based on<br />
proprietary and patent protected technologies Novosis develops and manufactures its own therapeutic<br />
patches for actively controlled drug release. A top-selling drug is the highly effective Fentanyl patch, a<br />
pain reliever. Novosis has a full pipeline with projects for the indication areas of contraception, pain<br />
and cancer in late stages of development. Large international pharmaceutical customers rely on the<br />
partnership with Novosis for the galenical development and GMP-manufacturing. For additional information<br />
see: www.novosis.com.<br />
<strong>Schweizerhall</strong> Holding AG<br />
Elsässerstrasse 229<br />
CH-4013 Basel<br />
www.schweizerhall.com 3 von 4
SHS Ltd. for investment management<br />
Founded in 1993, SHS Ltd. is financing and advising young promising companies espcecially in the<br />
health care industry. Together with the three investment pools SHS Venture Capital KG, SHS Technol-<br />
ogy Investment Ltd. and SHS Midcap KG, SHS is managing a capital of about EUR 80 million. B.<br />
Schirmers and R. Spatscheck, both former McKinsey advisors as well as H. Leonhardt, a former corporate<br />
finance project manager of Arthur Andersen, are the main associates. Among the investors are the<br />
Kreditanstalt für Wiederaufbau (KfW), tbg, the Sachsen LB and SHS itself.<br />
<strong>Schweizerhall</strong><br />
<strong>Schweizerhall</strong> is active in the pharmaceutical and chemical industries.<br />
The Business Unit <strong>Pharma</strong> specializes in the development, registration and approval, production and<br />
packaging of pharmaceuticals, which are no longer under patent protection. With a focus on solid<br />
pharmaceutical forms, the Business Unit <strong>Pharma</strong> supplies leading generics firms throughout Europe.<br />
The Business Unit Chemicals is the leading Swiss supplier of chemical raw materials, intermediates,<br />
specialty chemicals and customized mixtures within comprehensive supply chain solutions. Leveraging<br />
its in-depth experience and state-of-the-art infrastructures, the business unit offers global sourcing,<br />
optimal storage, packaging, quality assurance, just-in-time delivery, disposal and recycling.<br />
The <strong>Schweizerhall</strong> Group is headquartered in Basle, currently employs approximately 380 staff and<br />
generates annual sales of about CHF 300 million. <strong>Schweizerhall</strong> Holding AG, the Group’s parent, is<br />
listed on SWX Swiss Exchange (Swiss security number: 2119090; Telekurs/Bloomberg: SWHN;<br />
Reuters: SWHN.S).<br />
Contact Calendar<br />
Luzi Andreas von Bidder<br />
President of the Board of Directors<br />
phone +41 43 344 7474<br />
info@schweizerhall.com<br />
www.schweizerhall.com<br />
23.03.06 Annual Results Press conference 2006<br />
23.03.06 Publication of Annual Report 2005<br />
28.04.06 Annual General Meeting 2006<br />
03.05.06 Dividend payment<br />
<strong>Schweizerhall</strong> Holding AG<br />
Elsässerstrasse 229<br />
CH-4013 Basel<br />
www.schweizerhall.com 4 von 4