Nestlé Buys Derm Brands from Valeant Pharmaceuticals for $1.4 Billion

On February 11, 2014, Nestlé announced it would extend its activities to include the field of specialized medical skin treatments through the creation of Nestlé Skin Health S.A. The foundation for the company would be Galderma, the 50/50 joint venture with L’Oréal, which would become fully-owned by Nestlé. Bübchen, its existing infant skin care business would be merged into the new entity. The acquisition of Galderma is awaiting final regulatory clearance.

Now, Nestlé is announcing it will reinforce Nestlé Skin Health with the acquisition from the Canadian firm Valeant Pharmaceuticals International of the full rights to commercialize several key aesthetic dermatology products in the U.S. and Canada for $ 1.4 billion in cash. Nestlé is acquiring the full rights to commercialize in the U.S. and Canada Restylane, Perlane and Emervel, products used for corrective facial aesthetic treatments, and Dysport, an aesthetic dermatology treatment. It will also acquire the full rights to Sculptra, a unique treatment for aesthetic and medical uses in the U.S., Canada and many markets around the world.

“With this deal, we have acquired key strategic assets to extend Nestlé’s activities in the field of specialized medical skin treatments, providing consumers with life-enhancing scientific products,” said Nestlé chairman Peter Brabeck-Letmathe. And Nestlé chief xecutive Paul Bulcke, said, “This move will reinforce Galderma’s leading position in the industry when it becomes Nestlé Skin Health by allowing it to complete its geographic footprint for its strong portfolio of brands and leading medical solutions globally.”

"We are pleased to enter into this transaction," said J. Michael Pearson, chairman and CEO of Valeant Pharmaceuticals. "Galderma, under the leadership of Humberto Antunes, CEO of Galderma, not only has a history of building strong businesses, but is firmly committed to the aesthetic dermatology. It is a clear testament to the performance of Valeant's aesthetic commercial team that Galderma recognizes their efforts and the value of the franchise they have developed. Galderma has already built a strong franchise with Restylane, Perlane, Dysport and Emervel outside North America and, with the addition of Sculptra, will now have the ability bring their expertise to the U.S. and Canada."

Additionally, Valeant Pharmaceuticals International also announced it has submitted an increase to its April 22, 2014, proposal to merge with Allergan, Inc. to Allergan's board.

The submitted letter is as follows:

J. Michael Pearson
Chairman & Chief Executive Officer
2150 St. Elzéar Blvd. West
Laval, Quebec H7L 4A8 Canada

May 28, 2014

Mr. David Pyott
Chairman & CEO
Allergan, Inc.
2525 Dupont Drive
Irvine, California 92612

Dear Mr. Pyott,

As we publicly stated two weeks ago, today Valeant is increasing its offer for Allergan. Over the past several weeks, we have met with, and listened carefully to the views of, a number of Allergan shareholders. Our revised offer is based on specific feedback we received in our discussions and offers Allergan shareholders, for each Allergan share (1) $58.30 in cash, representing an increase of $10, or approximately 21%, in the cash portion of the consideration, (2) 0.83 of a Valeant share and (3) a new CVR related to DARPin® sales which would provide up to approximately $25.00 per share of additional value based on the approximately $20 billion in potential cumulative 10-year DARPin® sales referred to in your May 12thpresentation. We are prepared to fund up to $400 million to develop DARPin® and will pay 40% of the net sales of DARPin® referred to in your May 12th presentation after recovery of our shareholders' investment in DARPin® development expenses.

Shareholders will continue to be able to elect their mix of cash and shares, subject to proration, as well as receiving the CVR. We would propose to retain Allergan employees to continue development of DARPin® and will ask Allergan to provide us a list of eight independent scientific and business leaders. From these eight, we will select five to oversee DARPin® development and decide on all go/no-go decisions as the compound progresses. We will work with Allergan's board and management to finalize the details of the CVR.

Our increased offer provides additional immediate value to the Allergan shareholders—we note that the cash portion of our revised offer alone represents approximately 50% of Allergan's unaffected share price—and provides Allergan shareholders with significant substantial additional value if DARPin® achieves Allergan's expectations.

It appears based on Allergan's recent public statements that you have a fundamental misunderstanding of our business model and its performance. We would be delighted to provide you and the Allergan board with the opportunity to better understand our business model and address any concerns that you may have. This can be best accomplished by an in-person meeting with our team to better understand our business. A meeting of our respective teams will allow you to review the facts regarding our offer and enable you to provide your board with the information necessary to fulfill its fiduciary duty in assessing the value of a Valeant-Allergan business combination. We reviewed your consultants' analysis in the report Allergan filed yesterday, which contained numerous errors and misstatements of facts. We hope you and your board have the opportunity to listen to our presentation later this morning, which we believe will address all your concerns regarding Valeant and our business model.

We strongly believe that applying Valeant's operating philosophy, strategy, and financial discipline to a broader set of durable assets will create substantial long-term returns for Allergan shareholders over the short, intermediate, and long term, and exceed returns available to Allegan shareholders through alternative options, including a standalone alternative. As importantly, we believe the combined companies can better serve the patient and medical communities with a more complete offering of products and continued innovation in ophthalmology, dermatology, aesthetics, neurology and emerging markets.

Our discussions with Allergan's shareholders, many of whom are also our shareholders, have continued to express enthusiasm about our potential business combination. We are confident they will view this offer—which delivers them greater upfront cash proceeds, the opportunity to continue to participate in the substantial cost and strategic synergies as a 43% shareholder of the combined company, and a CVR with significant upside based on the success of DARPin®—as one that merits your immediate engagement with us. We ask you once again to enter into discussions with us promptly so that we can consummate this mutually beneficial transaction in a timely manner. We look forward to hearing from you.


J. Michael Pearson
Chairman & Chief Executive Officer
cc: Allergan, Inc. Board of Directors

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