Hikma Enters the Moroccan Market Through the Acquisition of 63.9% of Promopharm and Will Launch a Mandatory Tender Offer for the Remaining 36.1%

LONDON, October 3, 2011 /PRNewswire/ --

Hikma Pharmaceuticals PLC (LSE: HIK) (NASDAQ Dubai: HIK) ("Hikma"), the fast growing multinational pharmaceutical group, today announces that it has acquired 63.9% of Société de Promotion Pharmaceutique du Maghreb S.A. (Casablanca: PRO) ("Promopharm" or the "Company") from a consortium of shareholders, comprising existing management, institutions and related parties, for an aggregate cash consideration of $111.2  million (MAD 912.8 million) and will launch a mandatory tender offer for the remaining 36.1% of the Company.  

Transaction highlights

• Acquisition of Promopharm, the ninth^[1] largest manufacturer of pharmaceuticals in Morocco with a 3.5% market share
• Delivers a substantial local manufacturing presence in Morocco, the fourth largest pharmaceutical  market in MENA, and completes Hikma's footprint in the region
• Brings more than $45 million in annual revenue and offers significant growth potential within Morocco from its portfolio of high quality branded generics and in-licensed products
• Provides an excellent distribution platform for launching Hikma's leading strategic products in the Moroccan market
• Creates opportunities to export Promopharm's product portfolio to Hikma's existing markets, leveraging Hikma's extensive sales and marketing operations across MENA, and  to develop Hikma's presence in West African markets
• Expected to be earnings accretive in the first full year

Strategic rationale

Promopharm is the ninth largest manufacturer of pharmaceutical products in Morocco, with around 3.5%^[2] market share.  Promopharm specialises in the production, marketing and sales of prescription pharmaceuticals, para-pharmaceuticals, dermo-pharmaceuticals and cosmetics.  The Company has a long history in Morocco and a well-established reputation as one of the leading local manufacturers.  

In 2010, the Moroccan market for pharmaceutical products reached $1.7 billion in retail value terms and is expected to grow at a CAGR of around 9% between 2010 and 2014.^[3]  With a population of 32 million^[4] people, the Moroccan market offers excellent growth opportunities.  The Moroccan government is committed to expanding healthcare coverage and is also increasingly focused on supporting local manufacturing and promoting higher usage of generic pharmaceuticals in Morocco.

Promopharm's high quality product portfolio offers significant potential to grow sales in the Moroccan market.  Promopharm has a portfolio of around 200 branded generic and in-licensed products in multiple dosage strengths and forms, across a broad range of therapeutic areas, including alimentary tract and metabolism, musculoskeletal, respiratory, hormones, anti-infectives, central nervous system ("CNS"), cardiovascular and dermatology.  

There are substantial opportunities for Hikma to supplement Promopharm's product portfolio in key therapeutic areas and Hikma has already identified over 20 strategic anti-infective, CNS, cardiovascular and diabetes products for distribution in the Moroccan market.  Over the longer term, Hikma also sees the potential to bring its innovative injectable and oncology products to Morocco.  Hikma will utilise Promopharm's strong commercial and distribution platform, leveraging its excellent relationships with pharmacies, wholesalers, distributors and licensors.  Promopharm's high calibre workforce of over 300 employees, including a sales and marketing team of around 135, will be extremely complementary to Hikma's existing operations across MENA.

The acquisition brings excellent opportunities to export Promopharm's key branded generics into other MENA markets.  Hikma will explore the potential to expand Promopharm's existing in-license arrangements to other MENA markets where Hikma has a presence.  Hikma will also assess the opportunity to use Promopharm as a hub for expansion into West Africa.

Promopharm has a good quality medium-sized production facility with strong capabilities in general formulation, including tablets, capsules, liquids, creams, ointments and injectables.  It has a dedicated anti-infectives facility for oral penicillin.  Promopharm also brings new manufacturing capabilities to Hikma, including eye-drops and effervescents.  The facility offers the potential to increase current utilisation and capacity levels with limited incremental capital expenditure and future growth in the combined business is expected to enable cost and efficiency savings.

Promopharm's CEO and Chairman will remain in their current positions following the transaction.  They bring with them considerable experience in the Moroccan market and the Chairman, as the former head of the Pharmaceutical Association of North Africa, also brings additional expertise.   Their continued involvement will facilitate integration and they will be joined by an experienced Hikma team to support them in the key functions of operations, finance, and sales and marketing.  

Promopharm generated revenue of $44.7 million (MAD 376 million) and EBITDA of $13.2 million (MAD 111 million) in 2010^[5].  The business has been performing well in 2011 and is expected to deliver double-digit revenue and EBITDA growth for the full year.  Hikma will consolidate Promopharm for the three months ending December 2011 and expects to incur transaction costs of approximately $6 million this year.  The acquisition is expected to be earnings accretive in 2012.  

The book value of the gross assets subject to the transaction, prior to the performance of the fair value exercise and excluding acquired intangible assets, was $70.3 million (MAD 550 million)^[6] as of 30 June 2011.  Promopharm had a net cash position of $16.4 million (MAD 129 million)^[6] at 30 June 2011.  The acquisition will be funded by new committed debt facilities in the form of a 7-year syndicated loan.  Following the transaction, Hikma's leverage ratios remain comfortable and it expects to be able to de-lever quickly.

Hikma's acquisition of 63.9% of Promopharm has been approved by the Moroccan Ethical Council of Securities (Conseil Déontologique des Valeurs Mobilières ("CDVM")).  Hikma will launch a mandatory tender offer for the remaining 36.1% of the Company, which is listed on the Casablanca Stock Exchange.  Hikma will file a prospectus with the CDVM and following approval of this document, the mandatory tender offer will be launched.  Hikma expects to complete the tender offer by the end of the year.

Commenting on the transaction, Said Darwazah, CEO of Hikma said, "Entering the Moroccan market has been a strategic priority for Hikma for some time and we are delighted to have acquired a company that offers such an excellent fit with our long term growth objectives.  Establishing ourselves as a local manufacturer in Morocco completes our MENA footprint and strengthens our leading position in the region.  Promopharm's impressive product portfolio and its high quality manufacturing capabilities bring exciting growth opportunities for our combined business, both in Morocco and across our other markets in MENA.  The acquisition offers excellent potential to drive value creation.  Promopharm has a strong management team and experienced operational and sales teams and we look forward to working with them.  We will continue to pursue further value enhancing opportunities across our operations."

A conference call for analysts and investors will be held on Tuesday 4 October 2011 at 09:00 BST on London Local: +44(0)208-817-9301; UK Freephone: +44-800-634-5205; or US Freephone: +1-866-629-2704.   A live webcast of the conference call will be available at http://www.hikma.com.   A recording of the call will be available on the Hikma website.

Centerview Partners acted as lead financial advisor to Hikma.  Citi also provided financial advice on the transaction.  Citi and Arab Bank jointly led the arrangement of the financing.

About Hikma

Hikma Pharmaceuticals PLC is a fast growing multinational pharmaceutical group focused on developing, manufacturing and marketing a broad range of both branded and non-branded generic and in-licensed products.  Hikma's operations are conducted through three businesses: "Branded", "Injectables" and "Generics" based principally in the Middle East and North Africa ("MENA") region, where it is a market leader, the United States and Europe.  In 2010, Hikma achieved revenues of $731 million and profit attributable to shareholders of $99 million.  For news and other information, please visit http://www.hikma.com.

Forward looking statements

Certain statements in this announcement are forward-looking statements - using words such as "intends", "believes", anticipates" and "expects".  Where included, these have been made by the Directors in good faith based on the information available to them up to the time of their approval of this announcement.  By their nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements, and should be treated with caution.  These risks, uncertainties or assumptions could adversely affect the outcome and financial effects of the plans and events described in this announcement.  Forward-looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.  You should not place undue reliance on forward-looking statements, which speak as only of the date of the approval of this announcement.

Except as required by law, the Company is under no obligation to update or keep current the forward-looking statements contained in this announcement or to correct any inaccuracies which may become apparent in such forward-looking statements.

1. IMS Morocco, MAT June 2011

2. IMS Morocco, MAT June 2011

3. Pharma Outlook© Espicom Business Intelligence, Quarter II 2009

4. CIA World Factbook, July 2011 estimate

5. 2010 average FX rate of 0.1188, Source: Bloomberg

6. 30 June 2011 spot rate of 0.1277

Enquiries
Hikma Pharmaceuticals PLC
Susan Ringdal, Investor Relations Director         +44(0)20-7399-2760 / +44(0)7776-477-050

FTI Consulting                                     +44(0)20-7831-3113
Ben Atwell /Julia Phillips/Jonathan Birt/Matthew Cole    

SOURCE Hikma Pharmaceuticals PLC