Pharma BD Deal Intelligence

Mylan Inc. / Abbott Laboratories (non-U.S. developed-markets specialty and branded generics business)

2014 · Asset Purchase · $5.3B · Complete

A tax-inversion generics roll-up that inflated Mylan's scale but not its value: Mylan absorbed Abbott's non-U.S. specialty/branded-generics business for $5.3B, only for Mylan itself to be swallowed into Viatris five years later, with Abbott exiting its stake at depressed prices along the way.

WRONG BY 55 POINTS
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The coverage arc

Jul 14, 2014 FierceBiotech Neutral

The transaction exemplifies two trends: diversified players such as Abbott rotating toward devices/diagnostics, and generics consolidators using inversion to…

Jul 16, 2014 Zacks/Nasdaq Analyst Blog Bullish

JPMorgan's Michael Weinstein called the transaction 'a win for both companies' — Abbott monetizes an eroding European drug business while Mylan gets a lower…

Oct 22, 2014 BioPharma Dive Bullish

Mylan and Abbott would proceed with their tax-inversion deal despite tightened Treasury rules, with Mylan reincorporating in the Netherlands as 'New Mylan' to…

Source summaries from our enrichment pipeline; follow links for originals.

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Mylan agreed to acquire Abbott's non-U.S. developed-markets specialty and branded generics business in an all-stock deal valued at approximately $5.3B, structured as a tax inversion that domiciled the combined Mylan in the Netherlands. Closed February 27, 2015 and added ~$1.9B in annualized revenue.

Did it work? Outcome assessment

Strategic verdict
Partially Achieved
Financial impact
Neutral
Immediately accretive as promised: the business brought ~$1.9B in annual revenue and ~$600M of post-close EBITDA on a debt-free basis, and 2015 adjusted diluted EPS rose 21% to $4.30. But the deal's headline aspiration - 'at least $6.00 adjusted diluted EPS in 2018' - was never reached, and by July 2019 Mylan abandoned standalone status, agreeing to merge with Pfizer's Upjohn.
Pipeline outcome
Assets Advanced
Not a pipeline deal: the asset was a marketed portfolio of 100+ specialty and branded-generic products across Europe, Japan, Canada, Australia and New Zealand, plus ~2,000 sales reps and two plants. The portfolio was integrated into Mylan's Europe/Rest-of-World commercial platform and remained marketed through the window; the mature branded-generics mix was a slow-erosion business by design.

Key facts

Disease & market context

Diversified non-U.S. specialty and branded generics (cardio/metabolic, GI, anti-infective, CNS/pain, women's/men's health)

$135.0B Global generics market ~$135B (2015 est.)

Disease Overview

This transaction is a multi-therapeutic-area branded-generics portfolio rather than a single-disease deal. The acquired business comprised 100+ specialty and branded generic products sold across non-U.S. developed markets (Europe, Japan, Canada, Australia, New Zealand) spanning cardiology/metabolic, gastroenterology, anti-infective, CNS/pain, and women's and men's health. Branded generics in developed ex-U.S. markets compete on physician relationships, formulary placement, and brand trust as much as on price.

Competitive Landscape

The 2014 global generics market was estimated at ~$129B-$135B and growing ~9% annually, with developed-market branded generics increasingly contested by Teva (post-Cephalon, world's largest generics maker), Novartis/Sandoz, Mylan, Actavis (which had just absorbed Forest Labs and would acquire Allergan), Sun Pharma (then merging with Ranbaxy), and Aspen Pharmacare in select EU/EM geographies. Mylan's acquisition of Abbott's non-U.S. specialty/branded generics business added a portfolio of 100+ products and ~$1.9B in annualized revenue, expanded Mylan's commercial footprint in Europe, Japan, Canada and Australia, and created pro-forma 2014 sales of ~$10B with EBITDA of ~$3B. Strategically, the deal was structured as a Netherlands-domiciled tax inversion that lowered Mylan's tax rate to ~20-21% (declining toward the high teens), giving Mylan capital-allocation parity with Teva and Actavis, both of which were also pursuing scale-driven roll-ups. BioPharma Dive and FierceBiotech framed it as part of two simultaneous trends: diversified players (Abbott) divesting non-core assets to focus on devices/diagnostics, and generics players pursuing inversion-enabled scale.

Related deals — scored

DealYearValueOutcome
Mylan Inc. / Abbott Laboratories (non-U.S. developed-markets specialty and branded generics business) (this deal)2014$5.3B33
Mylan Inc. / Theravance Biopharma, Inc. (TD-4208 program)2015$265M61
Mylan Inc. / Bioniche Pharma Holdings Limited2010$550M60
Mylan Inc. / Famy Care Limited (women's healthcare businesses)2015$800M56
Mylan Inc. / Agila Specialties (Strides Arcolab)2013$1.8B45
Watson Pharmaceuticals (Actavis Inc.) / Actavis plc2012$5.9B97
Kohlberg Kravis Roberts & Co. / PRA International (Genstar Capital)2013$1.3B91

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