3M Reaches Agreements to Sell its Pharmaceuticals Business
3M announced today that
it has entered into agreements to sell its global branded
pharmaceuticals business for approximately $2.1 billion in the
following regions:
Graceway
Pharmaceuticals Inc.
has agreed to acquire 3M’s pharmaceutical operations in the
United States, Canada, and Latin America region for $875 million.
Meda
AB has
agreed to acquire 3M’s pharmaceutical business in
Europe for $857 million. The agreement will be implemented by
each 3M subsidiary subject to compliance with third party notice
and approval requirements.
Ironbridge
Capital and Archer Capital have agreed to acquire 3M’s pharmaceutical operations in the
Asia Pacific region, including Australia and South Africa for
$349 million.
The agreements are the result of a review of strategic options
for the branded pharmaceuticals business and its immune
response modifier (IRM) platform that 3M announced in
April. Under the agreements, the purchasers will acquire regional
marketing and intellectual property rights for 3M’s well-known branded
pharmaceuticals, including Aldara, Difflam, Duromine, Tambocor,
Maxair, Metrogel-Vaginal and Minitran. 3M’s Drug Delivery Systems Division
will be a source of supply to the acquiring companies for the
products. As part of the transaction, Graceway Pharmaceuticals
also will acquire the rights to certain IRM molecules.
3M Businesses
3M serves customers through six business segments, which increase
speed and efficiency by sharing technological, manufacturing,
marketing and other resources.
These six businesses are:
Consumer and Office Business
With powerful brands, innovative products and a global presence,
we make life easier and more productive for consumers and office
workers around the world.
Display and Graphics
Business
Drawing on 3M's technology platforms, we provide products -
display enhancement films, reflective materials, eye-catching
graphics and more - that people around the world rely on every
day.
Electro and
Communications Business
We turn 3M technology into solutions for customers in electrical,
electronics and communications markets around the world. We
contribute to reliable sources of electrical power,
high-performance electronic devices, and speedy and dependable
telecommunications networks globally.
Health Care Business
Every day, we help improve the quality of care provided by health
care professionals throughout the world. Our innovative products
and services also make the delivery of patient care more
affordable.
Industrial and
Transportation Business
We're a global leader in tapes, abrasives, adhesives, specialty
chemicals, filtration systems, and software for supply chain
management. We also serve the transportation market with products
for the manufacture, repair and maintenance of autos, aircraft,
boats and other vehicles.
Safety, Security and
Protection Services Business
Our products increase the safety, security and productivity of
people, facilities and systems around the world. We’re also a leading supplier of
roofing granules for asphalt shingles.
Immune Response Modifier (IRM)
3M Pharmaceuticals has a
rich product development pipeline based on the Immune Response
Modifier (IRM) technology platform. The IRMs are a class of
unique, proprietary synthetic molecules developed by 3M
Pharmaceuticals that have a broad range of potential therapeutic
applications, including promising treatments for a variety of
viruses and tumors.
Mechanism of Action
The IRMs are a new class of drug. They act by stimulating the
body to produce cytokines, naturally occurring proteins used by
cells of the immune system to communicate with each other. The
cytokines induced by IRMs enhance cell-mediated immunity, a
natural process by which the body controls or eliminates virus
infected cells and tumor cells. Because the IRMs assist the
immune system - rather than target specific viruses or tumors -
they have potential uses in a wide variety of diseases. The IRMs
can be formulated into many dose forms, each appropriate for a
specific disease.
2007/5/7 日本経済新聞夕刊
車用素材 米3M、日本に拠点 来年にも トヨタなどと開発
新拠点「オートモーティブセンター(仮称)」の場所は東京都内が有力。窓枠用などに塗料代替となる樹脂製の粘着テープや、エンジン回りに使う吸音・断熱材の開発を担う。顧客との試作や製品展示のスペースを設ける見通し。
3Mは日本に住友電気工業との合弁会社、住友スリーエム（3Mの出資比率は75%)を持つ。住友スリーエムも自動車用素材を手掛けるため、新拠点の運営や製品開発で連携を検討する。
日米化学大手の自動車素材の強化策
▽ダウ・ケミカル
近く川崎市に開発拠点。自動車素材部門トップが08年から東京に常駐へ
▽GE
栃木県に06年11月に研究所
▽デュポン
名古屋市に05年、樹脂などのマーケティング拠点
▽三菱化学
三重県に3月、自動車メーカーと樹脂の共同開発拠点
▽三井化学
4月、顧客別組織へ改正。自動車・産業材事業部を設置
3M today announced its intent to spin off its Health Care business, resulting in two world-class public companies well positioned to pursue their respective growth plans. The New 3M will remain a leading global material science innovator serving customers across a range of industrial and consumer end markets, and Health Care will be a leading global diversified healthcare technology company focused on wound care, healthcare IT, oral care, and biopharma filtration.
"Today's actions advance our ability to create value for customers and shareholders," said 3M chairman and chief executive officer Mike Roman. "Disciplined portfolio management is a hallmark of our growth strategy. Our management team and board continually evaluate the strategic options that will best drive long term sustainable growth and value. The decision to spin off our Health Care business will result in two well-capitalized, world-class companies, well positioned to pursue their respective priorities."
As leading standalone companies, each is expected to benefit from:
New 3M: A Leading Global Material Science Innovator
New 3M, with $26.8 billion in sales in 2021, will remain a leading global material science innovator, powered by an operating model rooted in science and technology, manufacturing, global capabilities, and iconic brands. The company will continue to leverage its unique and differentiated innovation to capitalize on customer opportunities aligned with key global megatrends such as electronics, safety, mobility, digitization, home improvement, and sustainability.
New 3M expects to continue to deliver profitable growth, generate robust cash flow, and return capital to shareholders while maintaining a strong balance sheet. New 3M will continue to prioritize strategic opportunities, including investments in growth, productivity, and sustainability while maintaining a proactive approach to portfolio management. 3M anticipates that there will be no changes to the Company's capital allocation priorities through the completion of the separation.
Health Care: A Leading Global Diversified Health Care Technology Company
Health Care, with approximately $8.61 billion in sales in 2021, will be a diversified healthcare technology leader with a deep and diverse portfolio of trusted brands, global capabilities, and leadership in attractive end market segments such as wound care, oral care, healthcare IT, and biopharma filtration. Health Care will be better positioned to deliver industry-leading innovation that enables better, smarter, and safer healthcare for patients worldwide.
Health Care will focus on growth, grounded in its strong track record of profitability. With robust cash flow generation, Health Care will be well positioned to pursue its strategic objectives.
Transaction Details
Health Care is currently expected to be spun off with net leverage of approximately 3.0x – 3.5x EBITDA and to be positioned for rapid deleveraging. Additionally, New 3M expects to retain a stake of 19.9% in Health Care, which will be monetized over time.
The spin-off is intended to be tax-free for U.S. federal income tax purposes. The Company expects to complete the transaction by year-end 2023. The transaction is subject to satisfaction of customary conditions, including final approval from the 3M Board of Directors, filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, receipt of a tax opinion, receipt of a private letter ruling from the Internal Revenue Service, satisfactory completion of financing, and receipt of other regulatory approvals.
3M will retain responsibility for non-Health Care related litigation, including those related to Combat Arms Earplugs and PFAS.