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 RouzierPartner 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 OngevallePresident 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 treatmentThe
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.
GuidanceThe 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 allocationSanofi
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 SanofiWe 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 RelationsSandrine
Guendoul | + 33 6 25 09 14 25
| sandrine.guendoul@sanofi.comNicolas
Obrist | + 33 6 77 21 27 55
| nicolas.obrist@sanofi.comLéo Le Bourhis
| + 33 6 75 06 43 81 | leo.lebourhis@sanofi.comVictor
Rouault | + 33 6 70 93 71 40
| victor.rouault@sanofi.comEvan Berland | +1
215 432 0234 | evan.berland@sanofi.comTimothy
Gilbert | + 1 516 521 2929 |
timothy.gilbert@sanofi.com
Investor RelationsThomas Kudsk
Larsen |+ 44 7545 513 693 |
thomas.larsen@sanofi.comAlizé
Kaisserian | + 33 6 47 04 12 11 |
alize.kaisserian@sanofi.comArnaud
Delépine | + 33 6 73 69 36 93 |
arnaud.delepine@sanofi.comFelix
Lauscher | + 1 908 612 7239 |
felix.lauscher@sanofi.comKeita
Browne | + 1 781 249 1766 |
keita.browne@sanofi.comNathalie Pham | +
33 7 85 93 30 17 | nathalie.pham@sanofi.comTarik
Elgoutni | + 1 617 710 3587 |
tarik.elgoutni@sanofi.comThibaud Châtelet | + 33 6
80 80 89 90 | thibaud.chatelet@sanofi.com
Forward-looking statementsThis
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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