Wednesday, December 21, 2016
Allergan plc, a leading global biopharmaceutical company, and Acelity today announced that they have entered into a definitive agreement under which Allergan has agreed to acquire the regenerative medicine company LifeCell for $2.9 billion in cash, subject to customary adjustments.
The acquisition combines LifeCell's novel, regenerative medicines business, including its high-quality and durable portfolio of dermal matrix products with Allergan's leading portfolio of medical aesthetics, breast implants and tissue expanders. Together, these product lines will create a world class aesthetic and regenerative medicine business providing significant opportunity to enhance the overall product offering for plastic and general surgery customers globally. Allergan anticipates the LifeCell assets will generate approximately $450 million in 2016 revenue, growing at a mid-single digit rate, approximately 75% gross margin and approximately 40% operating margin in 2016.
LifeCell's commercial portfolio features Acellular Dermal Matrices, commonly used in breast reconstruction procedures and complex hernia surgeries to provide soft tissue support. Key products include ALLODERM®, a human allograft tissue matrix which allows for a strong, intact repair in challenging procedures and is intended to be used for repair or replacement of damaged or inadequate soft tissue, including breast reconstruction post-mastectomy; and REVOLVE™, a single use high-volume fat grafting device that uses patients' own fat to enhance volume in plastic and reconstructive procedures. Additionally, LifeCell markets STRATTICE™, a porcine based tissue matrix used in complex abdominal wall repair and for the surgical repair of damaged or ruptured soft tissue. STRATTICE is considered the industry standard for challenging hernia repair. LifeCell has also developed ARTIA™, a porcine based tissue matrix which is approved and launched in some European markets.
In addition to its commercial products, upon close Allergan will also acquire LifeCell's innovative manufacturing capabilities and its R&D operations, based in New Jersey.
"The acquisition of LifeCell is both strategically and financially compelling to Allergan and serves as our entry point into regenerative medicine as we create a world-class aesthetic and regenerative medicine business in plastic surgery. LifeCell's regenerative medicine unit is a strong fit with our existing business and can be significantly strengthened with our infrastructure and global reach," said Brent Saunders, Chairman and CEO of Allergan. "This acquisition is an immediately accretive investment that enhances our near-term and long-term growth profile with products that enjoy strong sales and are the leading choices for surgeons who rely on them for successful surgical procedures."
"The LifeCell brand leads the industry for safety, efficacy and superior clinical results, and we are pleased to have found the perfect partner for LifeCell in Allergan," said Joe Woody, Acelity President and Chief Executive Officer. "This transaction not only sets LifeCell up for continued success, but it also allows Acelity the ability to continue our own transformation with increased momentum and investments that focus on developing and commercializing advanced wound therapies and dressings in markets around the world."
The number of reconstructive breast surgeries are growing, driven by procedures among breast cancer patients. Approximately 1 in 8 U.S. women will develop invasive breast cancer over the course of their lifetime,i and globally, breast cancer now represents 1 in 4 of all cancers in women.ii In 2016, an estimated 246,660 new cases of invasive breast cancer are expected to be diagnosed in women in the U.S.i Globally, an estimated 1.7 million new cases of breast cancer were diagnosed in 2012.iii In approximately one third of all breast cancer patients, a mastectomy is inevitable.iv In addition, among women diagnosed with a BRCA gene mutation, many will decide to opt for risk-reducing mastectomy as a way of managing their breast cancer risk.v In addition to chemotherapy, radiotherapy and mastectomy, reconstructive breast surgery is an integral part of cancer treatment — leading to a journey toward emotional and physical healing.
Allergan's acquisition of LifeCell is subject to, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and fulfillment of certain other customary conditions to closing. Pending such approvals and fulfillment of other conditions, Allergan currently anticipates closing the transaction during the first half of 2017.
Guggenheim Securities and Barclays are serving as financial advisors to Allergan and Debevoise & Plimpton LLP is serving as Allergan's lead legal counsel.
