Mallinckrodt plc (NYSE: MNK), a global biopharmaceutical company, today announced it has entered into a definitive agreement to sell its wholly owned subsidiary BioVectra Inc. to an affiliate of H.I.G. Capital, a leading global private equity investment firm, for approximately $250 million, including fixed consideration of $175 million, comprised of an upfront payment of $135 million and a long-term note for $40 million, and contingent payments of up to $75 million, enabling Mallinckrodt to capture future BioVectra growth potential.
BioVectra is a contract development and manufacturing organization (CDMO) whose global client base includes many of the top biopharmaceutical companies in the world. The company has a unique mix of capabilities, with core growth engines in complex chemistry, biologics and drug development. BioVectra will continue to supply an active pharmaceutical ingredient supporting Mallinckrodt's specialty brands business under a long-term arrangement. The transaction is anticipated to include all of BioVectra's sites in Prince Edward Island and Nova Scotia, Canada, as well as its employee base.
"This transaction continues to advance Mallinckrodt's strategic focus on branded, high-growth biopharmaceuticals by monetizing a non-core business," said Mark Trudeau, President and Chief Executive Officer of Mallinckrodt. "While we recognize the longer-term growth potential for BioVectra, we believe that the structure of this deal enables us to participate in the future success of the business, and therefore we see this sale as the best option for both Mallinckrodt and BioVectra moving forward."
"We are excited to support BioVectra's exceptional leadership and highly dedicated employees," said Mike Gallagher, Managing Director at H.I.G. Capital. "BioVectra demonstrates a tremendous ability to generate robust organic growth and utilizes a broad set of technical capabilities to deliver outstanding service and quality. They are completing major capital expenditure programs to significantly expand capacity and the company is well positioned to capitalize on growing demand for their services."
The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions. It is not anticipated that the sale will have any material tax impact to Mallinckrodt. The company intends to use the proceeds from this divestiture consistent with its previously disclosed capital allocation priorities.
Goldman Sachs & Co. LLC served as financial advisor and Latham & Watkins LLP served as legal advisor to Mallinckrodt in connection with the transaction.
Wells Fargo Securities LLC served as financial advisor and McDermott Will & Emery LLP served as legal advisor to H.I.G. Capital.
About BioVectra
BioVectra is a CDMO that serves global pharmaceutical and biotech companies with full-service cGMP outsourcing solutions for intermediates and active pharmaceutical ingredients (APIs). An innovative and reliable service partner with a strong regulatory history, BioVectra has over 45 years of experience specializing in:
- cGMP microbial fermentation
- Complex chemistry – high potency APIs
- Biologics
- Formulation development
For more information about BioVectra, please visit www.biovectra.com.
About Mallinckrodt
Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
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About H.I.G. Capital
H.I.G. is a leading global private equity and alternative assets investment firm with more than $34 billion of equity capital under management.* Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los Angeles, San Francisco, and Atlanta in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris, Bogotá, Rio de Janeiro and São Paulo, H.I.G. specializes in providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/value-added approach:
- H.I.G.'s equity funds invest in management buyouts, recapitalizations and corporate carve-outs of both profitable as well as underperforming manufacturing and service businesses.
- H.I.G.'s debt funds invest in senior, unitranche and junior debt financing to companies across the size spectrum, both on a primary (direct origination) basis, as well as in the secondary markets. H.I.G. is also a leading CLO manager, through its WhiteHorse family of vehicles, and manages a publicly traded BDC, WhiteHorse Finance.
- H.I.G.'s real estate funds invest in value-added properties, which can benefit from improved asset management practices.
Since its founding in 1993, H.I.G. has invested in and managed more than 300 companies worldwide. The firm's current portfolio includes more than 100 companies with combined sales in excess of $30 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.
