Altana Announces Sale of Pharmaceuticals Business to Nycomed

Monday, September 25, 2006 Print

Altana AG has announced the sale of Altana Pharma AG and its entire pharmaceuticals business to Nycomed. The Supervisory Board of Altana AG has approved this transaction.

The completion of the transaction is subject to approval by the competent antitrust authorities in the EU and the U.S. It is also subject to approval by an Extraordinary General Meeting of Altana AG which will take place in December 2006.

Closing is expected by the end of this year. The transfer of the business is planned as of January 1, 2007.

The total purchase price to Altana AG is expected to amount to approx. €4.5 billion.

This amount consists of a debt-free/cash-free valuation of ALTANA Pharma AG of €4.215 billion and an additional amount of approx. €0.3 billion after price adjustment at closing (net cash/working capital).

The net proceeds of the transaction will be transferred to Altana AG’s shareholders in 2007. The distribution will come in addition to the dividend for the financial year 2006.

It is planned that the Ordinary Annual General Meeting (AGM) scheduled for May 3, 2007, will take the decision on the distribution of the net proceeds and the dividend after approval of the 2006 Financial Statements.

With the divestiture of its pharmaceutical activities, the previously announced separation of Altana AG into two separate pharmaceuticals and chemicals businesses will be completed.

After the divestiture, Altana AG will focus on its specialty chemicals business Altana Chemie. Altana AG will maintain its stock exchange listing, and Susanne Klatten remains majority shareholder.

Susanne Klatten has stated after the Supervisory Board meeting, that she is supportive of the decision taken by Altana AG, to sell Altana Pharma to Nycomed.

"With this significant step we have now, as previously announced, paved the way for the future strategic development of both the pharmaceuticals as well as the chemicals businesses of the Altana Group," explained Dr. Nikolaus Schweickart, President and CEO of Altana AG, at the announcement of the transaction.

"After just under 30 years after the foundation of Altana in 1977, this is the most defining moment in the Company’s history."

"The separation of the two divisions, which have so far been managed by the holding company Altana AG, into two independently operating companies with different shareholder structures is based on the firm belief that in the planned new constellation both companies will be facing new strategic opportunities for a successful future."

"In Nycomed we have found a strategic match for our pharmaceuticals business. Combining Altana Pharma’s market strength and research capabilities with Nycomed’s strong position within development and in-licensing, provides a sustainable future for the new company," Dr. Nikolaus Schweickart continued.

"Both Nycomed and Altana Pharma are successful and growing companies with highly complementary businesses," said Dr. Hakan Bjorklund, Nycomed CEO.

"Merging the two companies will provide a leadership position in our European home markets and a strong platform in some of the world’s fastest growing pharmaceutical markets, including Russia-CIS and South America."

If the transaction is approved, Dr. Hakan Bjorklund, Nycomed CEO, and Toni Weitzberg, Chairman of the Nycomed board, respectively will continue as CEO and Chairman of the board of the combined group.

Dr. Hans-Joachim Lohrisch, Altana Pharma President and CEO, will be a member of the board of the combined group.