Mallinckrodt has entered into a definitive agreement to sell its wholly owned subsidiary BioVectra to an affiliate of H.I.G. Capital, a global private equity investment firm, for approximately $250 million, including fixed consideration of $175 million, comprised of an upfront payment of $135 million and a long-term note for $40 million, and contingent payments of up to $75 million, enabling Mallinckrodt to capture future BioVectra growth potential.
BioVectra is a contract development and manufacturing organization (CDMO) whose global client base includes many biopharmaceutical companies in the world. The company has a unique mix of capabilities, with core growth engines in complex chemistry, biologics and drug development. BioVectra will continue to supply an active pharmaceutical ingredient (API) supporting Mallinckrodt's specialty brands business under a long-term arrangement. The transaction is anticipated to include all of BioVectra's sites in Prince Edward Island and Nova Scotia, Canada, as well as its employee base.
"This transaction continues to advance Mallinckrodt's strategic focus on branded, high-growth biopharmaceuticals by monetizing a non-core business," said Mark Trudeau, President and Chief Executive Officer of Mallinckrodt. "While we recognize the longer-term growth potential for BioVectra, we believe that the structure of this deal enables us to participate in the future success of the business, and therefore we see this sale as the best option for both Mallinckrodt and BioVectra moving forward."
"We are excited to support BioVectra's exceptional leadership and highly dedicated employees," said Mike Gallagher, Managing Director at H.I.G. Capital. "BioVectra demonstrates a tremendous ability to generate robust organic growth and utilizes a broad set of technical capabilities to deliver outstanding service and quality. They are completing major capital expenditure programs to significantly expand capacity and the company is well positioned to capitalize on growing demand for their services."
The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions. It is not anticipated that the sale will have any material tax impact to Mallinckrodt. The company intends to use the proceeds from this divestiture consistent with its previously disclosed capital allocation priorities.
Goldman Sachs & Co. served as financial advisor and Latham & Watkins served as legal advisor to Mallinckrodt in connection with the transaction.
Wells Fargo Securities served as financial advisor and McDermott Will & Emery served as legal advisor to H.I.G. Capital.