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  • AB InBev's sells Central European Operations to CVC
    AB InBev's sells Central European Operations to CVC
    AB InBev's sells Central European Operations to CVC

    AB InBev's sells Central European Operations to CVC

    Brewer Anheuser-BuschInBev will sell its operations in Central Europe and the Balkans to private-equity firm CVC Capital Partners for $1.62 billion in cash, plus bonds and minority shares that bring the value of the deal to $2.23 billion.

    The deal puts AB InBev, the world's largest brewer, solidly above a target it set last year of selling at least $7 billion in assets after buying U.S. brewer Anheuser-Busch for $52 billion. AB InBev executives made the pledge while taking on $45 billion in debt to buy Anheuser, in an effort to keep the brewer's investment grade credit rating while it pays down some of that debt.

    The operations include regional beer brands and a few more well-known ones, such as Staropramen. AB InBev stands to make up to an additional $800 million on CVC's return on its initial investment. CVC will rename the operations StarBev.

    The operations being sold are located in Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Montenegro, Romania, Serbia and Slovakia. Together they comprise less than 3% of the brewer's total earnings before interest, taxes, depreciation and amortization, analysts estimate.The markets in those countries are small and rely on a number of different breweries. That appears to conflict with AB InBev's strategy of focusing on large markets, such as the U.S., Brazil, Russia and Ukraine, where it can operate large distribution networks and a few big, efficient breweries.

    "I can understand the logic, but it's a pity that they give up a little of their emerging market profile," said Petercam analyst Kris Kippers. "If you look at the price they get it's very nice," he added.

    AB InBev will receive $1.62 billion in cash for the Central and Eastern Europe assets. AB InBev will also receive a $448 million unsecured deferred payment obligation from CVC with a six-year maturity that can be extended 2 years, paying interest at between 8% and 15%. Finally, AB InBev will get $165 million in minority interests.

    AB InBev will have a right of first offer to buy back the business if CVC wants to sell it in the future. CVC will also brew and/or distribute Stella Artois, Beck's, Löwenbräu, Hoegaarden, Spaten and Leffe -- AB InBev's main brands in Europe -- in the countries where AB InBev is selling those assets, AB InBev said.

    The sale comes on the heels of AB InBev's agreement to sell its theme parks business to the Blackstone Group for up to $2.7 billion, including a cash payment of $2.3 billion.

     

  • Anheuser-Busch, PepsiCo partner on purchasing
    Anheuser-Busch, PepsiCo partner on purchasing
    Anheuser-Busch, PepsiCo partner on purchasing

    Anheuser-Busch, PepsiCo partner on purchasing

    Anheuser-Busch and PepsiCo announced an agreement Tuesday for joint purchasing in the United States.
    The two companies said they were partnering to get more competitive prices on certain indirect goods and services in the United States, such as information technology hardware; office supplies; travel and facilities services; transportation; and maintenance, repair and operating supplies.
    A team consisting of procurement experts for each company will focus on common areas of spending and negotiate purchases on behalf of both companies, the beer and soda maker said.
    St. Louis-based Anheuser-Busch is owned by Belgium-based Anheuser-Busch InBev. PepsiCo is based in Purchase, N.Y.
  • Onyx Pharmaceuticals Agrees to Buy Proteolix
    Onyx Pharmaceuticals Agrees to Buy Proteolix
    Onyx Pharmaceuticals Agrees to Buy Proteolix

    Onyx Pharmaceuticals Agrees to Buy Proteolix

    Drug maker Onyx Pharmaceuticals Inc. agreed to acquire privately held Proteolix Inc. for $276 million cash plus potential milestone payments, giving Onyx a foothold in what it estimates to be a $16 billion market for blood-cancer drugs.

    The deal could fill what Wall Street has perceived to be a hole in Onyx's research pipeline, giving it access to Proteolix's experimental drug carfilzomib, which is being studied in midstage, or Phase 2, clinical trials for people with multiple myeloma.

    Onyx, of Emeryville, Calif., currently co-promotes Nexavar, a treatment for kidney and liver cancers, with Bayer AG, but a recent study of the drug in breast cancer had disappointing results and illustrated how continued sales growth for the drug might be difficult. Also, Onyx has had a relatively thin pipeline of additional drugs with potential to hit the market in coming years.

    Onyx shares rose $1.51, or 5.6%, to $28.41 in late-afternoon trading Monday, as investors were pleased with the deal's financial structure and its potential to brighten the company's prospects.

    Under the deal, Onyx will pay $276 million in cash for Proteolix at closing, which is expected in the current quarter. The company also agreed to pay an additional $40 million next year if the drug reaches a development milestone and as much as $535 million if it receives regulatory approvals in the U.S. and Europe. Of the $535 million, about $170 million is conditioned upon accelerated approval by the U.S. Food and Drug Administration.

    Investors had been expecting Onyx to make some sort of deal because the company raised about $310 million in a securities offering in August. "Investors appear relieved that the upfront payment is digestible and the asset has a reasonably high chance of reaching the market," Morgan Stanley analyst Steven Harr wrote in a research note Monday.

    Carfilzomib is called a proteasome inhibitor, which blocks the effect of a protein complex that helps tumor cells survive and grow. It is similar to Velcade, a blood-cancer treatment co-marketed by Johnson & Johnson and Takeda Pharmaceutical Co.

     

  • Sara Lee to hire new Chairman
    Sara Lee to hire new Chairman
    Sara Lee to hire new Chairman

    Sara Lee to hire new Chairman

    Sara Lee, the US food and household goods group, has bowed to pressure from one of the world’s largest pension funds and agreed to separate the role of chairman and chief executive.
    After talks with Norges Bank Investment Management, Sara Lee’s board said it would recruit an independent chairman when Brenda Barnes’ tenure as head of the group ends.
    A Sara Lee spokesman said the group had responded to NBIM’s request in the light of a slow but growing trend in the US towards splitting the role of chairman and chief executive.
    NBIM, which manages $300bn of Norway’s central bank assets, making it the world’s second largest retirement scheme, this week launched a campaign to persuade a series of US companies to separate the chairman from the chief executive role.
    NBIM is calling on Harris Corporation, Parker Hannifin, Cardinal Health Inc and Clorox to split the roles of chief executive and chairman. It has also voted against all chairmen that are also CEOs of about 700 US companies.
    It, like many corporate governance activists, argues that the two roles are different and should not be held by the same person. All companies should ensure there is a clear division between the responsibilities to ensure a balance of power, it says.
    NBIM estimates that about half of the top 1,500 companies in the US combine the role of CEO and chairman.
    NBIM started its campaign by submitting proposals to four US companies calling for a shareholder vote on the appointment of an independent director to chair the boards.
    It withdrew a similar resolution calling for a shareholder vote at Sara Lee’s annual meeting on October 29 after the food group agreed that it would recruit an independent chairman.
    Anne Kvam, NBIM’s global head of corporate governance, says this followed “very constructive dialogue with the board of Sara Lee and [we] are very happy with the outcome”.
    No leaving date has been set for Ms Barnes, who has been chairman-chief executive of Sara Lee since 2005 and is taking the group, which is best known for its frozen gateaux, cheese cake and coffee, through a five-year period of restructuring to focus on its core food and beverages business and cut costs.
    Last month it agreed to sell its personal care business, which includes Radox bubblebath and Brylcreem, to Unilever for €1.27bn ($1.9bn) in cash. The US group is looking at further sales of its household goods business in the next few months.
    The decision to sell its household business, which contributed some 17 per cent of Sara Lee’s total revenues of about $13bn, comes as the group moves ahead with its “transformation” plan initiated in 2005.
  • PepsiCo Taps Foss to Lead Combined Bottling Unit
    PepsiCo Taps Foss to Lead Combined Bottling Unit
    PepsiCo Taps Foss to Lead Combined Bottling Unit

    PepsiCo Taps Foss to Lead Combined Bottling Unit

    Head of Firm's Biggest Independent Bottler Will Manage Integration and Help Pose Bigger Challenge to Coke

    PepsiCo Inc. chose the head of its biggest independent bottler to lead the combined North American bottling unit when it's rolled into the company early next year, advancing a showdown between PepsiCo's new integrated business model and Coca-Cola Co.'s traditional franchise system.

    The executive, Eric J. Foss, will report directly to PepsiCo's chairman and chief executive, Indra Nooyi, whom he battled for more than three months over the price and terms of PepsiCo's acquisition of its two biggest bottlers. The Purchase, N.Y.-based food-and-beverage giant agreed in August to pay $7.8 billion for the shares it didn't already own of Pepsi Bottling Group Inc., led by Mr. Foss, and PepsiAmericas Inc., led by Robert Pohlad.

    By taking its big U.S. bottlers in house, PepsiCo has said it will be able to cut costs and deal more directly with stores, helping to strengthen its dominance over Coke in noncarbonated drinks.

    Analysts praised the selection of Mr. Foss, especially since it wasn't certain he would take the job if it was offered. Mr. Foss had already served as CEO and chairman of Pepsi Bottling, a public company with $13.8 billion in annual revenue, so it was unclear whether he would want to work for someone else, particularly after the testy negotiations.

    But Ms. Nooyi said that the rancorous deal negotiations "were in the past" and that Mr. Foss brings continuity and stability to the new unit, as well as a necessary attention to detail. "Eric Foss is the best of the best," she said. "He's the operator's operator."

    The choice of an experienced operator will put additional pressure on Coca-Cola, which would benefit from any disruption tied to the integration. The Atlanta beverage giant relies on large, independent, publicly traded bottlers to distribute the bulk of its drinks in the U.S. Coke Chairman and Chief Executive Muhtar Kent has said he's committed to the franchise model, and he praised Coke's improved collaboration with its bottlers, especially on a joint supply chain.

    Mr. Foss has a reputation for managing details, from getting displays in stores to wringing out pennies per case in savings.

    "The bottom line is that with PepsiCo pouring $8 billion into this deal, it's essential they do it right," said John Sicher, editor and publisher of Beverage Digest, an industry publication. "Eric's appointment goes a long way to insuring that."

    Mr. Foss, 51 years old, is a 27-year veteran of PepsiCo and its affiliates. He worked for PepsiCo before it spun off Pepsi Bottling in a 1999 public offering. He was named that company's CEO and a board member in July 2006, and its chairman in 2008.

    Mr. Foss's initial task will be to guide the integration of the bottling unit. In the long run, his unit will be expected to improve delivery to big customers like Wal-Mart Stores Inc., to better incubate and deliver relatively small juice and tea lines, and to help boost once-hot Gatorade.

    PepsiCo said an advisory committee will help oversee the bottlers' integration, which is awaiting regulatory approval. Committee members include Mr. Foss, Mr. Pohlad, Ms. Nooyi and Craig Weatherup, former head of Pepsi Bottling.

    In another management decision disclosed Monday, PepsiCo named Frito-Lay marketing executive Jaya Kumar as president of its Quaker division.

     

  • Tolmar completes acquisition of QLT
    Tolmar completes acquisition of QLT
    Tolmar completes acquisition of QLT

     

    Tolmar completes acquisition of QLT
    QLT Inc. today announced that it has completed the sale of all of the shares of its wholly-owned U.S. subsidiary, QLT USA, Inc. ("QLT USA"), to TOLMAR Holding, Inc. ("TOLMAR") for up to an aggregate US$230 million pursuant to a Stock Purchase Agreement dated October 1, 2009. QLT USA's principal operating asset is the Eligard® line of products for the treatment of prostate cancer. The Eligard line of products is currently manufactured by TOLMAR, Inc., a wholly-owned subsidiary of TOLMAR.
    Under the Stock Purchase Agreement, QLT received US$20 million on closing and will receive US$10 million on or before October 1, 2010 and up to an additional US$200 million payable on a quarterly basis in amounts equal to 80% of the royalties paid under the license agreements with each of Sanofi-Synthelabo Inc. and MediGene Aktiengesellschaft for the commercial marketing of Eligard in Canada, the United States and Europe (beginning with the royalties payable for Eligard sales that occurred in the quarter ended September 30, 2009) until the earlier of QLT receiving the additional US$200 million or the expiry of the Stock Purchase Agreement on October 1, 2024. In addition, under the terms of the Stock Purchase Agreement, TOLMAR will pay QLT an additional amount for the shares of QLT USA equal to the balance of cash that QLT USA had on-hand at closing, substantially all of which had been reflected in QLT's consolidated balance sheet at June 30, 2009. The net after-tax proceeds of this transaction are expected to be approximately US$230 million, assuming the entire additional US$200 million is paid.
    "Eligard has been a very strong revenue stream for us and we believe this deal reflects the robustness of the Eligard franchise," said Bob Butchofsky, President and Chief Executive Officer of QLT. "This is the last asset sale in a series of divestments and licensing agreements that the Company commenced in early 2008. As a result, we are very pleased to have completed our transition into a company focused solely in the ocular therapeutic area."
    About Eligard®
    Eligard®, a palliative treatment for advanced prostate cancer, incorporates a luteinizing hormone-releasing hormone agonist, or LHRH agonist, known as leuprolide acetate, with QLT USA's proprietary Atrigel® drug delivery system. The Eligard line of products is marketed through commercial licensees and includes one, three, four and six month commercial formulations of Atrigel technology combined with leuprolide acetate. Eligard is currently manufactured by TOLMAR, Inc. at its Fort Collins, Colorado facility. On August 25, 2008, QLT USA entered into an exclusive license agreement with Reckitt Benckiser Pharmaceuticals Inc. for the Atrigel drug delivery technology, except for certain rights retained by QLT USA and its prior licensees, including rights retained for use with the Eligard products.
    Eligard works by lowering the levels of testosterone in the body, which may result in a reduction of symptoms related to the disease. Sustained levels of leuprolide decrease testosterone levels to suppress tumor growth in patients with hormone-responsive prostate cancer. The liquid Eligard products are injected subcutaneously with a small gauge needle, forming a solid implant in the body that slowly releases leuprolide as the implant is bioabsorbed.
    About QLT
    QLT Inc. is a global biopharmaceutical company dedicated to the discovery, development and commercialization of innovative ocular therapies. We utilize two unique technology platforms, photodynamic therapy (used with the Visudyne product) and punctal plugs which are currently under development for future product opportunities. For more information, visit our website at www.qltinc.com.
    About TOLMAR Holding, Inc.

    TOLMAR Holding, Inc. is a private pharmaceutical company. TOLMAR, Inc. is a Colorado-based pharmaceutical research, development, manufacturing and commercial operations company. TOLMAR is responsible for the development and manufacturing of 18 prescription pharmaceutical products dispensed in the U.S. The company's dental division manufactures and distributes dental products designed to treat adult periodontal disease.

  • Abbott to Buy Solvay Drug Unit for $7 Billion
    Abbott to Buy Solvay Drug Unit for $7 Billion
    Abbott to Buy Solvay Drug Unit for $7 Billion

    Abbott to Buy Solvay Drug Unit for $7 Billion

    Abbott Laboratories has struck a deal to acquire the pharmaceutical unit of Belgian conglomerate Solvay SA for roughly €4.8 billion ($7 billion), in another sign of the consolidation of the drug industry.
     
    Abbott will pay €4.5 billion now in the all-cash deal and up to €300 million between 2011 and 2013 if the business hits certain targets.
     
    Abbott sees Solvay as a way to expand into emerging markets in Eastern Europe and Asia, where Abbott had limited presence, while adding new drugs for hypertension and Parkinson's disease. It is the biggest deal Abbott has done since 2002.
     
    "The proceeds from the divestment will be reinvested in external and organic growth with a sharp focus on long term value creation," said Solvay Chief Executive Officer Christian Jourquin, adding that the focus will be on geographical regions that offer strong growth potential.
     
    The deal also gives Abbott full control of two drugs for cholesterol and triglycerides that Abbott and Solvay already sell together -- Tricor and Trilipix.
     
    Abbott executives said the deal will diversify the company's product lineup, expand its presence in emerging markets, beef up its pipeline of experimental drugs and give Abbott an entry into the vaccines market. They also said the deal was attractive financially -- Abbott is using cash on hand to finance the purchase and it should add to earnings from the start. And Abbott sees the potential to cut costs in the Solvay business, whose expenses run higher than Abbott's as a percentage of sales.
     
    "This is a significant business that will further diversify sources of our pharmaceutical growth," Abbott Chief Executive Miles White told analysts on a conference call.
     
    Solvay also sells hormone treatments and has a small flu-vaccine business -- a hot area in the drug industry as concern mounts about flu pandemics. In a news release in early September, Solvay said it had begun producing small batches of vaccine for the H1N1 swine-flu virus, which it planned to test in studies. Abbott may be hoping to boost investment in that business to take advantage of the current desire of many countries to buy H1N1 vaccine, though it is unclear how quickly Solvay's factories could produce it in large quantities.
     
    Abbott will pay for the deal from existing cash on hand and won't go to the markets to raise acquisition financing, said a person familiar with the matter.
     
    For Solvay, the sale will enable it to narrow its focus and invest more in the two other areas where it already gets more revenue, chemicals and plastics.
  • Unilever to Buy Personal Care Business of Sara Lee
    Unilever to Buy Personal Care Business of Sara Lee
    Unilever to Buy Personal Care Business of Sara Lee

    Unilever to Buy Personal Care Business of Sara Lee

    Unilever said Friday that it will acquire personal-care brands from Sara Lee Corp. in a €1.28 billion (about $1.9 billion) deal, cementing its grip on the deodorant and skin-cleansing market.

    The acquisition, the Anglo-Dutch company's first since its Chief Executive Paul Polman took the reins in January, adds the Sanex, Radox and Duschdas brands, among others, to Unilever's stable of products including Dove, Axe and Rexona. It also produces Ben & Jerry's ice cream, Dove soap, Lipton teas and Hellmann's mayo.

    Mr. Polman said in a statement that the Sara Lee brands "enjoy strong consumer recognition, offer significant growth potential and are an excellent fit with Unilever's existing business."

    Unilever said the deal will strengthen its operations in Western Europe and Asia and added it sees "significant potential" in building the newly acquired brands in developing and emerging markets. A Unilever spokesman said the Sara Lee brands have solid market share in France, Germany, the Netherlands, the U.K. and Denmark.

    The Sara Lee brands generated annual sales of more than €750 million and earnings before interest, tax, depreciation and amortization of €128 million for the year ended June 30.

    Investec Securities analyst Martin Deboo said Unilever's deal looks strategically sensible because it plugs gaps in the company's portfolio at a good price.

    A Unilever spokeswoman said 85% of the personal-care brands acquired offer a "perfect strategic" fit with its existing brands. "We may in the future sell some of the smaller acquired brands, but this is something that we will look at later," she said.

    ING Wholesale Banking analyst Marco Gulpers forecasts annual synergies from the deal of €50 million and expects the personal-care business to lift Unilever sales in Western Europe by 5%, giving the Anglo-Dutch company a leading position in Western Europe.

    Unilever said it is too early to comment on synergies and whether any factories would be closed or jobs lost.

    The deal is subject to regulatory approval and consultation with European employee works councils, which is expected to take a "number of months," the Unilever spokesman said.

    Separately, Sara Lee Chief Executive Brenda Barnes said Friday that selling the brands, about half of its household and body-care business, to Unilever "will have an impact" on the Downers Grover, Ill., company's tax rate in the future. But a lot of the affect on the Sara Lee's tax rate would be "driven by use of proceeds," she said.

    The company also said that the board of directors authorized a plan to repurchase about $1 billion of Sara Lee shares.

    The deal, which is expected to be completed next year, would have a tax rate of about 15%, Ms. Barnes said. Investors should have "no fear of us doing something that's not the right answer" and not in shareholders' best interest, she added.

    Sara Lee also said it has received "significant interest" in the remainder of its household business and is continuing to pursue sale options for the unit, which includes air care, shoe care, insecticides and non-European cleaning brands.

    Sara Lee announced in April said it was exploring options for its international household and body-care business, including a possible sale, after receiving interest in the division. In August, it said it was continuing to consider "all alternatives" for the segment, including a divestiture. The company has been restructuring since 2005, spinning off or selling slower-growth businesses.

     

  • Sara Lee hires new CFO
    Sara Lee hires new CFO
    Sara Lee hires new CFO

    Sara Lee hires new CFO

    Sara Lee Corp. announced Tuesday it hired a new CFO with experience overseeing acquisitions and restructurings.
    Marcel H.M. Smits, 48, comes to Sara Lee from Koninklijke KPN NV, a Dutch telecom company with $21 billion in sales last year. He also has held various finance positions at Maxeda, a Dutch retail group, and Unilever PLC, a global food and consumer package good company.
    Mr. Smits hiring comes as Sara Lee is looking to sell its European-based household and body care division. Sara Lee announced in March it was exploring its options for the division, and Ms. Barnes told analyst last week the company’s was making good progress but declined to comment further.
    The hiring of the Dutch-born executive signals Sara Lee’s commitment to its European-based beverage and bakery divisions, says Erin Swanson, an analyst in Chicago with Morningstar Inc. Sara Lee’s international beverage business is its largest and most profitable division with $3 billion in sales last year.
    The company has been looking to fill its top financial post since Theo de Kool announced his retirement last December. Mr. Smits will report to Sara Lee CEO Brenda Barnes, and will overseas the company’s accounting, tax, treasury, procurement and information technology departments.
    “Marcel brings great finance, leadership and international expertise, and we’re delighted to have him join our team,” said Barnes in a statement. “He’s a seasoned professional with broad experience in consumer packaged goods and retail and we expect him to quickly contribute to our finance, operations and global business strategy.”
  • Blackstone & Lion Capital in Talks to Sell Orangina to Suntory
    Blackstone & Lion Capital in Talks to Sell Orangina to Suntory


    Blackstone & Lion Capital in Talks to Sell Orangina to Suntory

    Japanese beverage giant Suntory Holdings Ltd. is close to a deal to acquire Orangina SAS, maker of the famed soft drink, people familiar with the matter say.

    A deal for Orangina, which could be reached this week, would mark the latest ownership twist for closely held Orangina, which bottles, distributes and franchises a range of soft drinks in Europe. The precise price couldn't be learned, but these people said it is likely to exceed the $2.6 billion that private-equity owners Blackstone Group LP and Lion Capital paid for it in 2006.

    The talks are at a delicate stage, and a deal isn't guaranteed. Should it be consummated, it would mark the second time this week that a substantial European consumer deal surfaced after Kraft Foods Inc. launched a $17 billion offer for Cadbury PLC of the U.K. The potential deals show that after a period of inertia, the global mergers-and-acquisitions market may be coming back to life.



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