Regulatory update on GSK-Novartis three-part transaction
GlaxoSmithKline has received clearance from the European Commission (E.C.) of its proposed three-part transaction with Novartis, which includes the acquisition of Novartis’s vaccines business (excluding influenza vaccines), the creation of a consumer healthcare joint venture between GSK and Novartis and the divestment to Novartis of GSK’s marketed oncology portfolio, related R&D activities and rights to two pipeline AKT inhibitors.
The E.C.’s approval is subject to certain conditions, which GSK and Novartis have agreed to undertake following completion of the proposed transaction.
In relation to the vaccines acquisition, GSK has agreed to sell its meningitis vaccines, Nimenrix and Mencevax, on a global basis. These vaccines are marketed outside of the U.S. and generated annual global sales of $54.5 million in 2013. GSK also will divest two small Novartis bivalent vaccines for protection against diphtheria and tetanus in Italy and Germany.
In relation to the proposed consumer healthcare joint venture, GSK has agreed to sell its NiQuitin smoking cessation products and Coldrex cold and flu products in the European Economic Area (EEA), its local Panodil pain management and Nezeril/Nasin cold and flu products in Sweden and Novartis’s topical cold sore business in the EEA. In total, these brands generated revenue of approximately $164.9 million in 2013.
The closing of the three-part transaction with Novartis remains subject to certain other conditions described in GSK’s shareholder circular dated Nov. 20, 2014, including remaining antitrust clearances. Subject to these conditions, the transaction is on track to complete during the first half of 2015. GSK shareholder approval of the transaction was received Dec. 18, 2014.