Transaction profile: sepracor/oryx pharmaceuticals

Nestlé Buys Third Pharmaceutical Company to Further Expand It’s
Recently Launched Health Sciences Unit
TRANSACTION PROFILE
Nestle Health Science S.A. today announced that it has agreed to acquire Prometheus Laboratories Inc., a San Diego-based company. Prometheus specializes in diagnostics and specialty pharmaceuticals in gastroenterology and oncology, and has a dedicated team of highly qualified medical sales representatives. The company focuses on conditions such as inflammatory bowel diseases, including Crohn's disease and ulcerative colitis. The terms of the transaction, which is subject to regulatory approval, are not being disclosed, but some estimate to be in excess of $1 billion. Industry
Headquarters
Business
The pharmaceutical company markets several drugs that treat gastrointestinal Description
disorders, such as irritable bowel syndrome and ulcerative colitis. Its Entocort, which it co-promotes with AstraZeneca, is a steroid that reduces the bowel inflammation associated with Crohn's disease. It also pairs its drug offerings with a diagnostic testing service that helps doctors differentiate between various gastrointestinal diseases and prescribe the right Prometheus remedy. ACQUIROR
Industry
Headquarters
Business
It is the holding company of the Nestle Group, which comprises subsidiaries, Description
associated companies and joint ventures throughout the world. It has such business units as Food and Beverage, Nestle Waters and Nestle Nutrition. It is also active in the pharmaceutical sector. TRANSACTION VALUES
Implied Enterprise Value ($mm)
LTM Sales ($mm)
$519 EV/Sales
LTM EBITDA ($mm)
$105 EV/EBITDA
Global Healthcare Merchant Banking & Financial Advisory 1111 Metropolitan Avenue, Suite 325, Charlotte, NC 28204 • 704. 552. 8407 • www.bourne-partners.com Nestlé Buys Third Pharmaceutical Company to Further Expand It’s
Recently Launched Health Sciences Unit
DEAL HIGHLIGHTS
 The giant Swiss food maker is paying more than $1 billion (by some estimates) to acquire San  Nestlé opened Nestle Health Science in January to develop personalized nutrition products for  Prometheus will be the company’s third acquisition since the Health Sciences unit opened, following UK's CM&D Pharma and Alcon Inc  Nestlé intends to become the world leader in health-science nutrition in 10 years, extending its dominance beyond coffee, powdered milk and baby food  Prometheus's strong expertise and R&D in gastrointestinal diagnostics will accelerate the research program that is being established in the newly-created Nestle Institute of Health Sciences  Prometheus will create new opportunities for developing personalized nutrition strategies that will help in the management and prevention of chronic health conditions  The R&D pipeline will encompass other areas of strategic interest for Nestle Health Science, such as metabolic conditions and brain health  About 500 employees of Prometheus will join Nestle Health Science as a result of the acquisition  Prometheus had $519 million in sales last year from products including cancer treatment Proleukin and proprietary diagnostics tests for Crohn’s and other diseases.  Prometheus has distribution agreements with Entocort Capsules in the United States, until December 31st 2011, which accounted for over $300 million in sales for Prometheus  Prometheus is forecasted to have sales of about $250 million next year from products that include tests for Crohn's disease and cancer, as rights to Entocort are terminated. ABOUT BOURNE PARTNERS
Headquartered in Charlotte, North Carolina, Bourne Partners is a leading healthcare-focused merchant banking firm that provides financial advisory services and capital to companies throughout the world. Advisory areas of focus include corporate partnering (joint venture/licensing), acquisition and mergers, and financing services. The firm’s principals have completed transactions in the healthcare area in 17 different countries aggregating over $5.0 billion in value. R. Banks Bourne
Jeremy C. Johnson
Global Healthcare Merchant Banking & Financial Advisory 1111 Metropolitan Avenue, Suite 325, Charlotte, NC 28204 • 704. 552. 8407 • www.bourne-partners.com

Source: http://bournepartners.files.wordpress.com/2011/06/nestlc3a9-to-buy-diagnostics-firm1.pdf