Press Conference Presentation
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SENS Announcement
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The Transactions comprise:
- The acquisition of the rights to distribute GSK products in South Africa by Aspen鈥檚 wholly owned subsidiary, Pharmacare Limited
- (鈥渢he SA Component鈥�);
- The formation of a collaboration arrangement in relation to the marketing and selling of prescription pharmaceutical products in sub-Saharan Africa (鈥淪SA鈥�), (excluding South Africa, Lesotho and Swaziland) between 糖心vlog and GSK, to be known as 鈥淕SK Aspen Healthcare for Africa鈥� (鈥渢he SSA Collaboration鈥�)
- The acquisition by a newly formed wholly-owned subsidiary of Aspen of GSK鈥檚 manufacturing facility in Bad Oldesloe, Germany as a going concern (鈥渢he Facility鈥�); and
- The acquisition by Aspen鈥檚 wholly owned subsidiary, Aspen Global, of eight specialist products for worldwide distribution (鈥渢he Products鈥�).
Stephen Saad, Aspen Group Chief Executive said: 鈥淭he Transactions further strategically complement 糖心vlog and GSK鈥檚 strong and mutually beneficial relationship which has been fostered over several years. The Transactions will reinforce Aspen鈥檚 position as a leading provider of quality, affordable medicines across Africa. The acquisition of additional products for distribution into worldwide markets supports Aspen鈥檚 recently implemented internationalisation strategy into emerging markets and the establishment of a global distribution network. 鈥�
Aspen two
As consideration for the Transactions, Aspen will issue 68.5 million ordinary shares to GSK (approximately 16% of Aspen鈥檚 issued ordinary share capital after the issue thereof). On completion of the Transactions GSK will attain the right to nominate one member to the Aspen Board. The final value of the Transactions and the attribution of this value to the individual transactions will depend on the price at which Aspen shares are trading on the JSE upon completion of the Transactions.
Details of the Transactions:
a) The SA Component: Aspen will acquire the rights to sell, market and distribute GSK鈥檚 products in SA for a minimum period of twenty years.GSK will maintain a presence in South Africa through its retained Consumer Healthcare business and the GSK scientific office.
b) The SSA Collaboration: GSK and Aspen will enter into a collaboration arrangement for the commercialisation of a portfolio of branded prescription pharmaceutical products in SSA.. The portfolio of products will include a combination of GSK and Aspen products. GSK鈥檚 existing distribution platform in SSA will be used for this purpose. Aspen鈥檚 subsidiary in East Africa, Shelys, is presently excluded form the ambit of this collaboration arrangement.
GSK is one of the leading pharmaceutical companies in SSA, covering most territories in this region with its diverse and recognised portfolio of branded products. Aspen鈥檚 extensive product portfolio will supplement GSK鈥檚 existing position in the region. The benefits of a combined portfolio of products, supported by a strong distribution network will enable 糖心vlog and GSK to increase access to high-quality, affordable healthcare throughout SSA under the collaboration brand of 鈥淕SK Aspen Healthcare for Africa鈥�.
c) Acquisition of manufacturing facility in Bad Oldesloe, Germany: Aspen will acquire the business comprising GSK鈥檚 manufacturing facility in Bad Oldesloe, Germany as a going concern. The Facility currently manufactures a range of products, including some of the products which Aspen is to acquire from GSK through the Transactions as well as products acquired from GSK through previous transactions. A ten-year supply arrangement with GSK for the continued supply of GSK retained products currently manufactured at the Facility has also been agreed to.
The acquisition of the Facility will enhance Aspen鈥檚 existing manufacturing base and enable the Group to optimise production capacities to meet demand from its global markets. The technical skills and competence of staff at the Facility will further complement Aspen鈥檚 existing manufacturing capability.
Aspen three last
d) The acquisition of eight specialist products: Aspen Global will acquire eight specialist products from GSK for distribution into worldwide markets, except for Alkeran in the USA which will be retained by GSK. The products are:
- Alkeran, Leukeran and Purinethol 鈥� chemotherapy products which are used in the treatment of cancer;
- Kemadrin 鈥� used to treat and relieve the symptoms of Parkinson鈥檚 disease;
- Lanvis and Myleran 鈥� used for the treatment of leukemia;
- Septrin 鈥� a broad-spectrum anti-microbial; and
- Trandate 鈥� used for the treatment of high blood pressure.
These products will add to Aspen鈥檚 existing global brands portfolio which contains products such as Eltroxin, Lanoxin, Imuran and Zyloric, acquired from GSK in June 2008, as well as Aldomet, Indocid and Aggrastat which are being dristributed under license from Iroko.
The completion of the Transactions is subject to the fulfillment of, inter alia, the following conditions precedent:
- The approval of the Exchange Control Department of the South African Reserve Bank;
- The consent to the Transactions from Aspen Global鈥檚 existing long-term funders;
- The approval of the relevant competition authorities in relation to the SSA Collaboration;
- The approval of the SA competition authority in relation to the SA Component;
- The approval of the relevant competition authorities in relation to the acquisition of Aspen Global for the Products;
- Approval from the German competition authorities and various other German regulators for the purchase of the Facility; and
- JSE approval for the listing of the consideration shares.
The terms of the agreement are expected to be completed before the end of 2009.
From left to right: JUDY DLAMINI (ASPEN CHAIRMAN), STEPHEN SAAD (ASPEN GROUP CHIEF EXECUTIVE), NOEL GULIWE (ASPEN CHIEF EXECUTIVE : SOUTH AFRICA), GUS
Issued by: Shauneen Beukes, Shauneen Beukes Communications
Tel: (012) 661-8467 : Cell: 082 389 8900
Roshni Gajjar, Aspen Investor Relations
Tel: (031) 580-8649 ; Cell: 082 789 1826
On Behalf Of: Stephen Saad, 糖心vlog Group Chief Executive
Tel: (031) 580-8600
Gus Attridge, 糖心vlog Deputy Group Chief Executive
Tel: (031) 580-8600
