Bayer to Acquire Merck’s OTC Business for $14.2 Billion

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Germany’s Bayer AG has entered into an agreement with Merck & Co Inc. Under the agreement, Bayer will acquire Merck’s OTC business, Merck Consumer Care (MCC), including the global trademark and prescription rights for Claritin® and Afrin®, for $14.2 billion.

Additionally, Merck &Co. also announced worldwide clinical development collaboration with Bayer to market and develop its portfolio of soluble guanylate cyclase (sGC) modulators. This includes Bayer’s Adempas® (riociguat) approved to treat pulmonary arterial hypertension (PAH). Adempas is the first and only drug treatment approved for patients with chronic thromboembolic pulmonary hypertension (CTEPH). It is currently marketed in the United States and Europe for both PAH and CTEPH, and in Japan for CTEPH.

  

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“The sale of our consumer care business is part of our efforts to ensure that assets within our portfolio align with our core strategy, have industry-leading potential and generate long-term shareholder value,” informed Kenneth C. Frazier, Chairman and Chief Executive Officer of Merck. “By unlocking value in Merck Consumer Care, we’re able to further our goal of being the premier research-intensive biopharmaceutical company through targeted investments that strengthen our product portfolio and enhance our pipeline.”

“Merck Consumer Care is a strong business with a portfolio of well-established product brands, such as Claritin, Afrin and Coppertone®, that are leaders in their respective categories,” said Dr Marijn Dekkers, Bayer AG Chairman of the Board of Management. “The combination of Merck Consumer Care’s complementary portfolio of products and geographic reach with Bayer’s will create a global consumer care business better positioned to serve consumers around the world. We look forward to having the talents of the Merck team, with their track record of innovation, joining our strong Consumer Care team at Bayer HealthCare.”

The after-tax proceeds from the sale of MCC, expected to be between $8 and $9 billion, will be used by Merck to resource those areas within its business that represent the highest potential growth opportunities like MK-3475 and to augment the company’s pipeline with external assets that can create value.

This sale is expected to close in the second half of 2014, subject to customary closing conditions, including regulatory approvals. It is touted as the largest in the German healthcare industry since Bayer bought Schering in 2006, and will make Bayer the second largest over-the-counter drug manufacturer after Johnson & Johnson.