Press Release: Sanofi and CD&R partner to fuel Opella’s
ambitions in consumer healthcare
Sanofi and CD&R partner to fuel Opella’s
ambitions in consumer healthcare
- Sanofi and CD&R enter exclusive
negotiations to transfer a 50% controlling stake in Opella with
Sanofi to remain a significant shareholder
- With 11,000 talented and passionate
people bringing iconic brands to life, Opella poised to ignite new
bold development journey
- Sanofi to become a focused
science-driven biopharma delivering innovative medicines and
vaccines to patients
- Sanofi 2024 business EPS guidance
upgraded today
Paris, October 21,
2024. Sanofi and CD&R announce today
a plan to join forces to fuel Opella’s ambitions as a
French-headquartered, global consumer healthcare champion. Sanofi
and CD&R have entered exclusive negotiations for the potential
sale and purchase of a 50% controlling stake in Opella. This new
step in Opella’s journey paves the way for the creation of a new,
standalone leader in consumer healthcare, while supporting Sanofi’s
strategy and increased focus on innovative medicines and vaccines.
Sanofi would remain a significant shareholder backing Opella in its
future growth and path to independence. Together, CD&R and
Sanofi will support Opella’s growth strategy as a pure-play,
global, and fast-moving consumer healthcare company. Bpifrance is
expected to participate as a minority shareholder with a c.2%
stake.
Headquartered in France, Opella employs over
11,000 talented and passionate people, operates in 100 countries
with 13 best-in-class and strategic manufacturing sites and four
science and innovation development centers. With a portfolio of
iconic brands, such as Allegra, Doliprane, and Dulcolax, Opella is
already the third-largest business worldwide in the
over-the-counter and vitamins, minerals & supplements market
(OTC & VMS), serving more than half a billion consumers
worldwide. Opella operates in a fast-growing industry driven by
sustainable long-term trends, such as an aging population, rising
income levels, and greater health and well-being awareness.
The valuation of Opella is based on an
enterprise value of c.€16 billion, corresponding to c.14 times 2024
estimated EBITDA. The offer from CD&R is binding and fully
financed. By remaining a significant shareholder in Opella, Sanofi
would retain a part of the future value creation of the company.
The proposed transaction is subject to finalization of definitive
agreements, completion of the appropriate social processes, and
subject to customary statutory approvals. The anticipated closing
of the transaction would be in Q2 2025 at the earliest.
CD&R has a proven track record of partnering
with corporates and management teams to support businesses’ growth
and development, leveraging the firm’s global reach, deep industry
expertise and broad network of operating partners and advisors.
CD&R has a long history of investment in Europe and the firm’s
experience building French national champions and supporting French
jobs goes back more than twenty years and includes successful
partnerships with, and investments in, Rexel, Spie, BUT/Conforama
and Socotec.
Paul Hudson
Chief Executive Officer, Sanofi
“We are proud of what Opella and its inspired people have
already accomplished. We are confident that the future of Opella
will be even brighter. We share the love and emotional attachment
to Opella’s brands, hence our decision to remain vested in its
future. We will support Opella on its path to become an independent
company, grounded in talented people, a deep consumer expertise and
a truly global presence with deep roots in France. Our chosen
partner CD&R has demonstrated unique capabilities in the
consumer space, with deep values of respect for employees,
customers, communities in which they operate, and the environment.
We also welcome Bpifrance as a supporter of Opella’s development
journey. At the same time, Sanofi can focus even more in bringing
innovative solutions to patients suffering from debilitating or
life-threatening diseases or viruses such as RSV, COPD, or multiple
sclerosis.”
Eric Rouzier
Partner and Head of European Healthcare, CD&R
“This is an exciting opportunity for CD&R to partner with
Sanofi, one of the world’s leading healthcare companies, to support
Opella’s ambitious management team as it invests in innovation and
growth to create a French-headquartered, global consumer healthcare
champion. Opella is differentiated by the quality of its brand
portfolio and its highly skilled and motivated workforce. We see
significant opportunities to enhance Opella’s market leadership by
leveraging our deep industry expertise, broad network of operating
talents, and capital resources to position the company for
accelerated growth. We look forward to supporting both its French
operations, including Opella’s critical manufacturing footprint and
advanced R&D capabilities, and further developing its global
platform to better serve employees, consumers, and
patients.”
Julie Van Ongevalle
President and Chief Executive Officer, Opella
“This announcement is a major and exciting milestone in
Opella's journey. Building on significant transformations, we have
grown into one of the largest global players in our sector,
bringing relevant innovation to more than half a billion consumers
worldwide. Partnering with CD&R will allow Opella to unlock its
full development potential, to further drive value creation and
deploy the exceptional talent of our teams to become a leading
company in the fast-moving consumer healthcare space. We are poised
to continue leveraging our strong scientific roots to grow our
iconic “love brands” to meet consumers’ evolving needs and make
self-care as simple as it should be.”
Accounting
treatment
The proposed transaction will trigger the classification of
Opella’s business as discontinued operations. From Q4 2024 and
until the closing, the profit or loss of Opella, net of tax, will
be included in “Net results from discontinued operations” in the
Sanofi income statement. This classification as discontinued
operations will also apply to previous quarters of 2024 and for
comparison to all quarters of 2023. Sanofi business net
income1 used for EPS is based on the continuing
operations, i.e., excluding the discontinued Opella business.
Q3 2024 results scheduled for October 25, 2024, will be reported as
per the past quarters. The income statements with Opella as
discontinued operations for the comparative periods of 2023 and
2024, including details by product and quarter, are expected to be
provided in the coming weeks.
After the closing of the transaction, the share of results from the
retained minority interest in Opella will be reported in Sanofi’s
income statement as “Share of profit/loss of associates”, a line
that is also excluded from Sanofi’s non-IFRS financial measures,
business operating income and business net income used for EPS.
As is customary with similar transactions, Zantac2 and
Gold Bond are excluded from the scope of the contemplated
transaction.
Guidance
The original 2024 business EPS guidance issued on February 1, 2024,
and upgraded on July 25, 2024, anticipated Opella as a fully
consolidated segment in Sanofi for 2024. Under the previous scope
of guidance including Opella, Sanofi would have upgraded its 2024
business EPS guidance to between stable to a low single-digit
percentage growth at CER3, from previously stable at
CER. This upgrade is substantiated by an expected strong business
performance in the third quarter that will be detailed as part of
Q3 2024 results.
Under the new scope excluding Opella, preliminary business EPS in
2023 was €7.25. Sanofi expects its 2024 business EPS to grow by at
least a low-single digit percentage at CER.
For 2025, Sanofi continues to anticipate a strong rebound in
business EPS at CER under both the previous and the new scope.
Capital allocation
Sanofi expects to receive a cash payment upon the anticipated
closing of the transaction in Q2 2025 at the earliest. The proceeds
would be used in line with Sanofi’s existing capital-allocation
priorities, including shareholder returns.
Sanofi’s capital-allocation priorities remain
unchanged4, including selectively considering external
growth opportunities to further accelerate the ongoing
transformation into a biopharmaceutical company. Sanofi intends to
maintain its current strong debt credit rating5.
About Sanofi
We are an innovative global healthcare company, driven by one
purpose: we chase the miracles of science to improve people’s
lives. Our team, across the world, is dedicated to transforming the
practice of medicine by working to turn the impossible into the
possible. We provide potentially life-changing treatment options
and life-saving vaccine protection to millions of people globally,
while putting sustainability and social responsibility at the
center of our ambitions. Sanofi is listed on EURONEXT: SAN and
NASDAQ: SNY.
Media Relations
Sandrine Guendoul | + 33 6 25 09 14 25
| sandrine.guendoul@sanofi.com
Nicolas Obrist | + 33 6 77 21 27 55
| nicolas.obrist@sanofi.com
Léo Le Bourhis | + 33 6 75 06 43 81 |
leo.lebourhis@sanofi.com
Victor Rouault | + 33 6 70 93 71 40
| victor.rouault@sanofi.com
Evan Berland | +1 215 432 0234 |
evan.berland@sanofi.com
Timothy Gilbert | + 1 516 521 2929 |
timothy.gilbert@sanofi.com
Investor Relations
Thomas Kudsk Larsen |+ 44 7545 513 693 |
thomas.larsen@sanofi.com
Alizé Kaisserian | + 33 6 47 04 12 11 |
alize.kaisserian@sanofi.com
Arnaud Delépine | + 33 6 73 69 36 93 |
arnaud.delepine@sanofi.com
Felix Lauscher | + 1 908 612
7239 | felix.lauscher@sanofi.com
Keita Browne | + 1 781 249 1766 |
keita.browne@sanofi.com
Nathalie Pham | + 33 7 85 93 30 17 |
nathalie.pham@sanofi.com
Tarik Elgoutni | + 1 617 710 3587 |
tarik.elgoutni@sanofi.com
Thibaud Châtelet | + 33 6 80 80 89 90
| thibaud.chatelet@sanofi.com
Forward-looking statements
This press release contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements are statements that are not
historical facts. These statements include projections and
estimates and their underlying assumptions, statements regarding
plans, business transformations, objectives, intentions, and
expectations with respect to future financial results, events,
operations, services, product development and potential, and
statements regarding future performance. Forward-looking statements
are generally identified by the words “expects”, “anticipates”,
“believes”, “intends”, “estimates”, “plans”, “potential”,
“outlook”, “guidance” and similar expressions. Although Sanofi’s
management believes that the expectations reflected in such
forward-looking statements are reasonable, investors are cautioned
that forward-looking information and statements are subject to
various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Sanofi, that could
cause actual results and developments to differ materially from
those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include
among other things, those inherent in research and development,
future clinical data and analysis, including post marketing,
decisions by regulatory authorities, such as the FDA or the EMA,
regarding whether and when to approve any drug, device or
biological application as well as their decisions regarding
labelling and other matters that could affect the availability or
commercial potential of such product candidates, the fact that
product candidates if approved may not be commercially successful,
the future approval and commercial success of therapeutic
alternatives, Sanofi’s ability to benefit from external growth
opportunities, to complete capital markets or other transactions,
risks associated with developing standalone businesses and with
intellectual property, as well as any related pending or future
litigation and the ultimate outcome of such litigation, and other
risks associated with trends in exchange and interest rates,
volatile economic, political, financial and market conditions, cost
containment initiatives, and the impact of pandemics or other
global crises may have. More specifically regarding the transaction
described above, these risks and uncertainties include among other
things the possibility that the transaction will not be completed,
or if completed, will not be completed in the expected timeframe,
an unexpected failure to satisfy the required signing or closing
conditions, or unexpected delays in meeting these requirements, the
ability to obtain regulatory clearances, the possibility that the
expected strategic benefits, synergies or opportunities from the
transaction may not be realized, or may take longer to realize than
expected, or potential adverse reactions to the proposed
transaction by customers, suppliers, strategic partners or key
Sanofi or Opella employees. The risks and uncertainties also
include the uncertainties discussed or identified in the public
filings with the SEC and the AMF made by Sanofi, including those
listed under “Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” in Sanofi’s annual report on Form 20-F
for the year ended December 31, 2023. Other than as required by
applicable law, Sanofi does not undertake any obligation to update
or revise any forward-looking information or statements. All
trademarks mentioned in this press release are the property of the
Sanofi group.
1 Non-IFRS measure.
2 Zantac 360° is included in the scope of the
contemplated transaction.
3 Constant exchange rates.
4 Organic investment, M&A/business development,
growing dividend, and anti-dilutive share buybacks.
5 Moody A1 (stable) and S&P AA (stable).
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