German drug and chemicals company Bayer said yesterday it was in control of 88% of Schering AG, comfortably passing the 75% threshold required to consummate the deal, and is now on track to complete the transaction.
Bayer said it was now hopeful that the remaining shareholders in Schering would part with their stakes at its increased price of 89 euros a share, with an additional acceptance period running to July 6.
“The attainment of a three-quarters majority was the last remaining condition of the takeover offer,” said Bayer, as both the European and US antitrust authorities had already given their unconditional approval.
The 17 billion-euro bid for Schering went right up to the wire, with only a last gasp deal between Bayer and Merck KGaA, which had earlier launched a hostile takeover bid for Schering, allowing it to go through. Merck had amassed a more-than-20% stake in the company, and only sold it to Bayer in return for certain cooperative arrangements – as well as a tidy profit of 400 million euros.
The deal creates a new company with 15 billion euros in annual sales and a pharmaceutical division – Bayer-Schering Pharmaceuticals – that will rank among the top 12 in the world.
Combined pharmaceutical revenues would be around $10.8 billion, still some way behind the top companies like Pfizer ($51.3bn), GlaxoSmithKline ($38bn), Sanofi-Aventis and Novartis (both with $33bn in 2005 sales).
But the division would be among the biggest specialty pharma companies in the world, offering higher margins than primary care-focused companies, with smaller salesforces and products that are easier to defend in the marketplace. Around 70% of sales will comes from specialty products
Schering brings a market-leading hormonal therapies business, including the blockbuster Yasmin oral contraceptive franchise, cancer drugs and Betaseron (interferon beta-1b) for multiple sclerosis. Bayer has latterly been concentrating particularly on cancer and cardiovascular drugs. It has potential blockbusters on its hands with Nexavar (sorafenib) for kidney cancer and the antithrombotic Factor Xa inhibitor.