Mallinckrodt has agreed to divest several hemostasis products to Baxter International for about $185m, with upfront payment of $153m, inclusive of existing inventory, and the remainder in potential future milestones
Baxter will assume other expenses, including contingent liabilities associated with PREVELEAK. Baxter is a global medical products company that is committed to advancing surgical innovation with a variety of products and delivery devices used in the surgical suite.
RECOTHROM Thrombin topical (Recombinant) and PREVELEAK Surgical Sealant, both products for use in the control of bleeding in the surgical suite, are included in the transaction, as well as the manufacturing operation for PREVELEAK.
The products will complement and broaden Baxter's current portfolio of hemostats and sealants, offering surgeons additional products to address patients' varying needs.
Mallinckrodt president and CEO Mark Trudeau said: "Mallinckrodt is transforming itself to become a top-performing specialty pharmaceutical company.
"We're increasing our focus on innovative medicines and therapies like terlipressin and StrataGraft®, and recently acquired products stannsoporfin, xenon gas and OCR-002 – as well as, at the potential close of the Sucampo acquisition, VTS-270 and CPP-1X – that can make a real difference in patient populations with very high unmet medical needs. With this evolving emphasis on a development portfolio of treatments for seriously ill infants and adults, these hemostasis products are now less strategic for us."
In the twelve months preceding September 29, 2017, Mallinckrodt's net sales of hemostasis products were $56.2 million, substantially all of which related to RECOTHROM and PREVELEAK. The sale of the two products to Baxter does not qualify for GAAP1 treatment as a discontinued operation, and therefore historical sales and earnings results will not be recast to reflect the divestiture.
The sale is anticipated to dilute Mallinckrodt's adjusted diluted earnings per share by $0.10 to $0.15 in 2018, which will be offset by shares repurchased during the fourth quarter 2017. Proceeds from the sale will be used by the company toward paying down debt.
Mallinckrodt will retain RAPLIXA (Fibrin sealant (human)) for topical use and is evaluating strategic options for this product. Due to its shift in focus to the critical care, autoimmune and rare disease spaces, the company will discontinue marketing of the product upon close of the Baxter transaction. As a result, a write-off for this product will be reported for the fourth quarter 2017.
Mr. Trudeau concluded, "Mallinckrodt will continue to proactively shape and refine its Specialty Brands segment. Our long-term objective is to build a diversified specialty pharmaceuticals business focused on both commercialized and pipeline products for patients with severe and critical conditions.
"We are creating a rich development portfolio of innovative, cutting-edge new treatments and plan to bring them successfully to market. When products become non-core or can potentially better flourish in the hands of others, we will divest them – freeing us to acquire and focus on products more closely aligned with our long-range strategic growth goals."
The closing of the transaction is subject to the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. Mallinckrodt expects to complete the transaction in the first half of 2018.