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UCB to sell its US specialty generics business Kremers Urban for $1.5 billion

  • Further step to enhance focus on UCB's core business in CNS and immunology
  • Proceeds to increase flexibility for reduction of net debt and/or strategic investments
  • 2014 financial outlook for core business unchanged, adjusted for Kremers Urban exit

Brussels (Belgium), 7 November 2014 – 07:00am (CET) – regulated information – UCB, Advent International ("Advent") and Avista Capital Partners ("Avista"), two leading private equity firms with a strong healthcare focus, today announced they have entered into a definitive agreement providing for the acquisition of UCB’s US specialty generics subsidiary, Kremers Urban Pharmaceuticals Inc. ("KU"), by Advent and Avista. UCB will receive gross cash proceeds of US$ 1 525 million upon closing, subject to regulatory approval and other customary closing conditions. UCB plans to use the proceeds from this divestiture to reduce indebtedness and increase the company's capacity strategic investments, to further accelerate growth and/or to further strengthen its innovative medicines pipeline.

"This is another step for UCB to enhance focus on our core business in neurology and immunology," said Roch Doliveux, CEO of UCB. Jean-Christophe Tellier, CEO-Elect of UCB added: "Our growing core business and UCB's progressing early and late-stage pipeline now allow us to focus even more on providing innovative solutions to patients living with severe diseases."

"Kremers Urban has been an important enabler to build UCB's core business. We thank our Kremers Urban colleagues for the excellent performance they have delivered," said Detlef Thielgen, CFO of UCB. "It's now the right time from a value perspective to focus on our core business and to offer Kremers Urban further growth opportunities with two strong organizations that are well equipped to help Kremers Urban continue to grow. UCB's adjusted financial outlook for 2014 is unchanged for the core business; however it is now taking into account the exit of the Kremers Urban business."

The purchase price is payable to UCB in cash upon closing. This transaction announced today has been unanimously approved by UCB's Board of Directors and is expected to close by the first quarter 2015, subject to the satisfaction of customary closing conditions.

Following this agreement to divest KU, the KU assets are treated differently within UCB's group accounts: KU will be treated as 'discontinued operation' from 1 January 2014 onwards; hence it will also no longer be included in the key performance indicators for UCB's recurring underlying performance. UCB estimates today that the financial outlook for 2014 – while stable for UCB's core business - changes to the following, reflecting the exit of KU: total revenue of approx. € 3.15-3.25 billion, underlying profitability (recurring EBITDA) of € 590-620 million and core earnings per share (Core EPS) of € 1.40-1.55. The gain on the divestiture of KU and the net profit of KU for the period will be reported under 'discontinued operations', hence increasing significantly UCB's net profit line for the period. More details of the IFRS impact of this transaction will be disclosed as part of the 2014 results and the Annual Report 2014 publication, scheduled for 27 February 2015.

Lazard is acting as lead financial advisor to UCB, BNP Paribas is acting as additional financial advisor and Covington & Burling LLP is acting as legal counsel to UCB.