日本経済新聞 2006/6/27
ファイザーから大衆薬事業買収 J&Jが発表
米医薬品・健康関連大手のジョンソン・エンド・ジョンソン(Ｊ＆Ｊ)は２６日、同業のファイザーから大衆薬事業を買収すると正式発表した。買収額は１６６億ドル(約１兆９３００億円）。Ｊ＆Ｊは同事業で世界シェアトップで、ファイザーからの事業買収により同部門を一段と拡大する。
ファイザー側は中核の医療用医薬品に経営資源を集中させる狙い。売却益は自社株購入に充てる。
Ｊ＆Ｊは売り上げが伸び悩んでおり、買収・合併による拡大を模索していた。口腔洗浄剤「リステリン」や禁煙補助剤「ニコレット」など有力商品を持つファイザーの大衆薬事業を手に入れることでテコ入れする。
2006/6/26 Johnson &
Johnson Pfizer発表 Pfizer方針
Johnson & Johnson to Acquire Pfizer Consumer Healthcare;
Combination Creates World's Premier Consumer Health Care Company
All Cash Transaction is Valued at $16.6 Billion
http://www.jnj.com/news/jnj_news/20060625_220255.htm
Johnson & Johnson,
the world's most comprehensive and broadly based manufacturer of
health care products, today announced that it has entered into a
definitive agreement to acquire Pfizer Consumer
Healthcare
for $16.6
billion in cash.
The Johnson & Johnson Board of Directors has given approval
to the transaction. Closing is subject to customary clearances,
including the Hart-Scott-Rodino Antitrust
Improvements Act
and European Union merger control regulation. The transaction is
expected to close by the end of 2006.
Pfizer Consumer Healthcare's global business of personal care and
over-the-counter (OTC) products achieved sales of $3.9
billion in 2005. Worldwide
market-leading brands include LISTERINE oral care products and
the NICORETTE line of smoking cessation treatments. Other widely
recognized and trusted brands include LUBRIDERM, VISINE,
NEOSPORIN, SUDAFED, ZANTAC and BENADRYL.
"This combination creates the world's premier consumer
health care company," said William C. Weldon, Chairman and
Chief Executive Officer of Johnson & Johnson. "Our
consumer business has a long tradition of outstanding performance
and a proven track record in growing consumer brands at
above-category levels through innovation. This acquisition builds
upon our broad base in health care products and our leadership
objectives in the consumer, pharmaceutical and medical devices
and diagnostics markets."
The Pfizer Consumer Healthcare business adds a diverse portfolio
of strong, growing, enduring brands that provide Johnson &
Johnson with leadership positions in nine
additional categories, including large new segments such as
smoking cessation and mouthwash.
The addition of LISTERINE, the world's #1 mouthwash, transforms
Johnson & Johnson's oral health care business by more than
tripling it into a franchise well in excess of one billion
dollars. It further expands the franchise presence in more than
60 markets.
The combined portfolio of OTC brands will solidify the global
market-leading position of Johnson & Johnson's OTC franchise.
Under the terms of the agreement, Johnson & Johnson will also
acquire the U.S. OTC switch rights to ZYRTEC - Pfizer's once-a-day,
non-sedating prescription antihistamine抗ヒスタミン剤, upon patent expiration.
"We see the consumer health care markets as increasingly
attractive growth opportunities as consumers take greater
interest in and responsibility for their own health," Weldon
said. "In addition, higher levels of disposable income in
developing nations are helping drive increased demand for
consumer health products."
The Pfizer Consumer Healthcare brands complement Johnson &
Johnson's well-known consumer and OTC products, which include
BAND-AID(R) Brand Adhesive Bandage, TYLENOL(R), REACH(R),
SPLENDA(R) and the CLEAN & CLEAR(R), AVEENO(R) and
NEUTROGENA(R) skin care brands. Johnson & Johnson is uniquely
positioned to drive continued growth in Pfizer Consumer
Healthcare's product portfolio and create new market
opportunities through its proven capability of expanding enduring
brands geographically and by bringing continuing scientific
innovation into consumer brands.
"Being broadly based in health care allows us to leverage
our expertise in science and technology across our
businesses," Weldon said. "Through this acquisition, we
look to benefit both from Pfizer Consumer Healthcare's excellent
product portfolio and pipeline and from the valuable skills and
experience of its employees."
The acquisition is expected to be accretive to Johnson &
Johnson's earnings per share on a cash basis in 2009. The
integration will provide significant opportunities to leverage
the sales, administration and supply chain of both organizations
globally. Additional commentary regarding the financial impact
will be discussed during the conference call noted below.
Johnson & Johnson is the world's most comprehensive and
broadly based manufacturer of health care products, as well as a
provider of related services, for the consumer, pharmaceutical,
and medical devices and diagnostics markets. The more than 230
Johnson & Johnson operating companies employ approximately
116,000 men and women in 57 countries and sell products
throughout the world.
Pfizer Reaches Agreement to Sell Its Consumer Healthcare Business to Johnson & Johnson for $16.6 Billion
http://mediaroom.pfizer.com/index.php?s=press_releases&item=73
・ Company Will Use After-Tax Proceeds to Invest in New Products and Innovative Technologies and Enhance Shareholder Returns ・ Pfizer Now Expects to Purchase up to $17 Billion in Stock in 2006-7 ・ CEO McKinnell: 'We Have Taken Another Important Step to Create Value for Our Shareholders While Transforming Our Company' ・ Consumer Healthcare Colleagues 'Have Done a Superb Job in Building an Outstanding Business' Pfizer Inc said today that it has reached a definitive agreement to sell its Pfizer Consumer Healthcare (PCH) business to Johnson & Johnson for $16.6 billion in cash, resulting in about $13.5 billion in after-tax proceeds.
The agreement, approved by the Pfizer Board of Directors, completes a review of strategic options for the consumer business that Pfizer initiated in February.
Hart-Scott-Rodino Antitrust Improvements Actの概要
HSR法は、一定の要件を満たす資産および議決権付株式の取得に適用。HSR法は手続法。同法は、事前届出制度と待機期間を規定。
現行のHSR法上の取引規模要件は、5,000万ドル。
HSR法による「当事者規模」要件は、一般に、取引の一方当事者が1億ドル以上の資産又は売上を有し、他方当事者が1,000万ドル以上の資産又は売上を有する場合。