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Taisho offers to buy Bristol-Myers' French consumer health unit for $1.6B


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Taisho offers to buy Bristol-Myers' French consumer health unit for $1.6B

Bristol-Myers Squibb Co. said Japan's Taisho Pharmaceutical Holdings Co. Ltd. offered to buy its French consumer health unit UPSA SAS for $1.6 billion.

The offer comes after the drugmaker was said to be examining options for a strategic review of UPSA, whose portfolio includes pain and flu therapies Dafalgan, Efferalgan and Fervex.

New York's Bristol-Myers said it is focusing its resources on developing medicines for patients with serious diseases, and that UPSA is focused on consumer medicines that are outside of the drugmaker's core focus.

Taisho's offer is in the form of a put option agreement. Bristol-Myers can exercise the put option following an information and consultation processes with employee representative bodies.

Upon exercise of the option, the companies would execute a stock and assets purchase deal under which Taisho would buy all of UPSA's issued and outstanding shares as well as Bristol-Myers' assets and liabilities on the UPSA portfolio.

The U.S. drugmaker estimates that the deal, expected to be completed in the first half of 2019, would be dilutive to its 2019 earnings by 4 cents.

Deutsche Bank Securities Inc. and Jefferies LLC acted as exclusive financial advisers to Bristol-Myers Squibb while Kirkland & Ellis LLP, Freshfields Bruckhaus Deringer LLP and Baker & McKenzie acted the company's legal advisers.

German pharmaceutical company Stada Arzneimittel AG and European private equity funds BC Partners, CVC Capital Partners Ltd. and PAI Partners were previously said to be interested in acquiring UPSA.

Mylan NV and French pharmaceutical group Pierre Fabre SA were also reported to be among those seeking to buy the unit.