Hospira to Acquire Active Pharmaceutical Ingredient Manufacturing and R&D Facilities
Purchase from Orchid will enhance cost-competitiveness, support continuity of antibiotic API supply
LAKE FOREST, Ill., Aug. 29, 2012 -- Hospira, Inc. (NYSE: HSP), the world's leading provider of injectable drugs and infusion technologies, today announced an agreement for Hospira to acquire an active pharmaceutical ingredient (API) manufacturing facility, together with an associated research and development (R&D) facility, from Orchid Chemicals & Pharmaceuticals Ltd. (BSE: 524372, NSE: ORCHIDCHEM), a leading Indian pharmaceuticals company, for approximately $200 million. Acquisition of the modern, U.S. Food and Drug Administration (FDA)-approved facility is expected to reduce Hospira's costs, support continuity of supply of key antibiotic products and pave the way for future API development.
"Our decision to acquire Orchid's world-class API facility demonstrates Hospira's continued dedication to the antibiotics space, enhancing cost-competitiveness and ensuring continuity of supply," said Dr. C. Bhaktavatsala Rao, managing director, Hospira India. "This is a top-of-the-line API manufacturing facility that has been recognized by industry leaders for its high standards. We look forward to welcoming our new colleagues from Orchid and leveraging their expertise to continue to bring high quality, lower-cost products to patients around the world."
The proposed acquisition, which follows Hospira's 2010 purchase of Orchid's generic injectable finished-dosage form pharmaceuticals business, will enable Hospira to vertically integrate into certain critical beta-lactam antibiotic APIs (penems and penicillins), and is also expected to improve Hospira's standard cost position in this therapeutic space. In addition, controlling the source of these beta-lactam APIs will improve the company's security of supply. Orchid will retain its cephalosporin API business and facilities, and will continue to supply Hospira with this associated API.
The Aurangabad, India, facility, staffed by approximately 640 employees including chemists, engineers and technicians, received the International Society of Pharmaceutical Engineering's (ISPE) Facility of the Year Award for Regional Excellence in 2009. Constructed in 2000, the facility includes 50,000 square meters of space. Hospira's purchase also includes an associated Orchid R&D facility based in Chennai that will be primarily directed to beta-lactam and other APIs with approximately 160 scientific personnel and an additional 30 employees supporting the facilities.
Beta-lactam antibiotics represent a class of drugs with a wide spectrum of antibacterial activity. Hospira's imipenem-cilastatin and meropenem injectable beta-lactams have both had successful introductions recently in a number of markets, including Europe and the United States, and today command leading market positions.
The transaction has been unanimously approved by Hospira's and Orchid's boards of directors. It is subject to Orchid's shareholders', regulatory and legal approvals, as well as customary closing conditions. Assuming all necessary approvals are secured, the transaction is expected to be completed in the fourth quarter of 2012. To help facilitate the transition process, the two companies will enter into transitional services agreements of various lengths.
The transaction is expected to be breakeven to slightly accretive to earnings per share (EPS) in the first year post close, excluding the impact of transaction-related expenses, such as purchase accounting charges, integration costs, and the amortization of intangible assets.
Hospira, Inc. is the world's leading provider of injectable drugs and infusion technologies. Through its broad, integrated portfolio, Hospira is uniquely positioned to Advance Wellness™ by improving patient and caregiver safety while reducing healthcare costs. The company is headquartered in Lake Forest, Ill., and has approximately 15,000 employees. Learn more at www.hospira.com.
Hospira Healthcare India Private Limited ("Hospira India") is the wholly owned subsidiary in India of Hospira, Inc.
Private Securities Litigation Reform Act of 1995 --
A Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Hospira's proposed agreement to acquire an active pharmaceutical ingredient manufacturing and R&D facility. Hospira cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, regulatory, legal, technological, manufacturing supply, quality and other factors that may affect Hospira's operations and may cause actual results to be materially different from expectations include the risks, uncertainties and factors discussed under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Hospira's latest Annual Report on Form 10-K and subsequent Forms 10-Q, filed with the Securities and Exchange Commission, which are incorporated by reference. Hospira undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.
SOURCE Hospira, Inc.
Media (U.S.), Dan Rosenberg, Hospira, +1-224-212-3366, or Media (India), Yusuf Hatia, Fleishman-Hillard, 91-98 2059 6908, or Financial Community, Karen King, Hospira, +1-224-212-2711, or Ruth Venning, Hospira, +1-224-212-2774