2006/6/26 Johnson &
Johnson Pfizer発表 Pfizer方針
Johnson & Johnson to Acquire Pfizer Consumer Healthcare; Combination Creates World's Premier Consumer Health Care Company
All Cash Transaction is Valued at $16.6 Billion
Johnson & Johnson,
the world's most comprehensive and broadly based manufacturer of
health care products, today announced that it has entered into a
definitive agreement to acquire Pfizer Consumer
billion in cash.
The Johnson & Johnson Board of Directors has given approval to the transaction. Closing is subject to customary clearances, including the Hart-Scott-Rodino Antitrust Improvements Act and European Union merger control regulation. The transaction is expected to close by the end of 2006.
Pfizer Consumer Healthcare's global business of personal care and over-the-counter (OTC) products achieved sales of $3.9 billion in 2005. Worldwide market-leading brands include LISTERINE oral care products and the NICORETTE line of smoking cessation treatments. Other widely recognized and trusted brands include LUBRIDERM, VISINE, NEOSPORIN, SUDAFED, ZANTAC and BENADRYL.
"This combination creates the world's premier consumer health care company," said William C. Weldon, Chairman and Chief Executive Officer of Johnson & Johnson. "Our consumer business has a long tradition of outstanding performance and a proven track record in growing consumer brands at above-category levels through innovation. This acquisition builds upon our broad base in health care products and our leadership objectives in the consumer, pharmaceutical and medical devices and diagnostics markets."
The Pfizer Consumer Healthcare business adds a diverse portfolio of strong, growing, enduring brands that provide Johnson & Johnson with leadership positions in nine additional categories, including large new segments such as smoking cessation and mouthwash.
The addition of LISTERINE, the world's #1 mouthwash, transforms Johnson & Johnson's oral health care business by more than tripling it into a franchise well in excess of one billion dollars. It further expands the franchise presence in more than 60 markets.
The combined portfolio of OTC brands will solidify the global market-leading position of Johnson & Johnson's OTC franchise. Under the terms of the agreement, Johnson & Johnson will also acquire the U.S. OTC switch rights to ZYRTEC - Pfizer's once-a-day, non-sedating prescription antihistamine抗ヒスタミン剤, upon patent expiration.
"We see the consumer health care markets as increasingly attractive growth opportunities as consumers take greater interest in and responsibility for their own health," Weldon said. "In addition, higher levels of disposable income in developing nations are helping drive increased demand for consumer health products."
The Pfizer Consumer Healthcare brands complement Johnson & Johnson's well-known consumer and OTC products, which include BAND-AID(R) Brand Adhesive Bandage, TYLENOL(R), REACH(R), SPLENDA(R) and the CLEAN & CLEAR(R), AVEENO(R) and NEUTROGENA(R) skin care brands. Johnson & Johnson is uniquely positioned to drive continued growth in Pfizer Consumer Healthcare's product portfolio and create new market opportunities through its proven capability of expanding enduring brands geographically and by bringing continuing scientific innovation into consumer brands.
"Being broadly based in health care allows us to leverage our expertise in science and technology across our businesses," Weldon said. "Through this acquisition, we look to benefit both from Pfizer Consumer Healthcare's excellent product portfolio and pipeline and from the valuable skills and experience of its employees."
The acquisition is expected to be accretive to Johnson & Johnson's earnings per share on a cash basis in 2009. The integration will provide significant opportunities to leverage the sales, administration and supply chain of both organizations globally. Additional commentary regarding the financial impact will be discussed during the conference call noted below.
Johnson & Johnson is the world's most comprehensive and broadly based manufacturer of health care products, as well as a provider of related services, for the consumer, pharmaceutical, and medical devices and diagnostics markets. The more than 230 Johnson & Johnson operating companies employ approximately 116,000 men and women in 57 countries and sell products throughout the world.
Pfizer Reaches Agreement to Sell Its Consumer Healthcare Business to Johnson & Johnson for $16.6 Billion
・ Company Will Use After-Tax Proceeds to Invest in New Products and Innovative Technologies and Enhance Shareholder Returns ・ Pfizer Now Expects to Purchase up to $17 Billion in Stock in 2006-7 ・ CEO McKinnell: 'We Have Taken Another Important Step to Create Value for Our Shareholders While Transforming Our Company' ・ Consumer Healthcare Colleagues 'Have Done a Superb Job in Building an Outstanding Business'
Pfizer Inc said today that it has reached a definitive agreement to sell its Pfizer Consumer Healthcare (PCH) business to Johnson & Johnson for $16.6 billion in cash, resulting in about $13.5 billion in after-tax proceeds.
The agreement, approved by the Pfizer Board of Directors, completes a review of strategic options for the consumer business that Pfizer initiated in February.
Hart-Scott-Rodino Antitrust Improvements Actの概要