2011年4月19日 位于美国加州的SciClone 药业公司，昨天决定收购位于上海的NovaMed 药业公司，后者是一家私营公司，收购的代价据说是高达一亿多美元。这二家公司均在中国从事药物注册和销售，在此收购交易宣布前，给出的今年销售预测是一亿美元左右，收购完成，估计销售可达到1.4-1.45亿美元。
根据双方披露的并购交易框架，SciClone将首付现金2470万美元,股票3710万美元,外加4300万美元.作为销售和开发注册其他药物的里程碑支付. NoveMed目前在四个治疗领域, 心血管,中枢神经,泌尿和感染,代理销售拥多个产品, SciClone的业务 主要在中国, 其主打产品是 Zadaxin,注射用胸腺肽а1 中文名为日达仙,是一种免疫增强剂,主要用于乙肝治疗, 这一产品90%以上在中国销售, SciClone在中国拥有100多人的销售队伍,年销售额近1亿美元,收购NoveMed后,两边加起来, 今年销售将达到1.4亿美元. 收购完成后,SciClone将在中国拥有680人的销售队伍.并大大增强其位于上海的管理团队力量.
NoveMed,即诺凡麦制药,是由前易趣网创始人邵亦波与跨国公司的销售副总 Mark Lotter 于2006年8月共同创办的医药销售公司,这家总部设在中国上海的新兴医药企业，其主营业务是向全球和本地的医药公司提供外包商业化服务。2008年诺凡麦与辉瑞中国签署的独家分销合作协议中涉及的6个肿瘤药物是：阿霉素（Adriamycin）、柔红霉素（Daunoblastina）、亚叶酸钙（Leucovorin）、甲氨碟呤（Methotrexate）、艾去适（Estracyt）和法禄达（Farlutal）。目前公司代理销售18种药物, 拥有分布在全国主要城市的专业销售队伍。根据该公司披露的信息, 公司的早期投资人是Atlas 公司, 该投资机构于2007年7月投资的500万美元, 2008年1月富达生物投资了1380万美元
诺凡麦医药公司从创办到被并购前后不到5年时间, 是典型的 Build for Sale 模式。这一并购交易说明投资兴办医药销售公司，只要建立营销网络，帮助药厂经销产品，这样的营销渠道和资质是很有价值的。这也正好顺应了国外药厂希望占领中国市场，需要在中国收购和重组营销渠道的战略布局。创办这样的公司，投入必要的资金，卖掉相关的业务，其实是一种很好的创业和致富路经。估计在多家营销公司被收购后，风险投资者和私募基金会更有兴趣投资类似的企业。关键是要有好的企业家和有经验的执行者。
SciClone Acquires NovaMed Pharmaceuticals Further Establishing It as a Leading China-Focused Specialty Pharmaceutical Company
Acquisition Provides SciClone With Access to Broad Pharmaceutical Product Portfolio, Significant Management Capabilities and a 680-Strong, Established Sales Force in China; Company to Host Conference Call on Tuesday, April 19 at 8:30 am ET
FOSTER CITY, CA -- (MARKET WIRE) -- 04/19/11 -- SciClone Pharmaceuticals, Inc. (NASDAQ: SCLN) ("Company") today announced that it has acquired NovaMed Pharmaceuticals Inc., ("NovaMed") a China-based specialty pharmaceutical company. The acquisition brings additional broad sales and marketing, as well as regulatory and extensive business capabilities and pharmaceutical assets in the regulatory approval stage to its growing and profitable China-focused specialty pharmaceutical business. SciClone believes this acquisition will further position it as a leader in the rapidly expanding pharmaceutical industry inChina.
Under terms of the agreement, NovaMed shareholders are entitled to receive up-front payments of approximately $24.7 million in cash, 8,298,110 shares of SciClone common stock valued at approximately $37.1 million (based upon the closing price of $4.47 on the NASDAQ stock market on April 18, 2011) and the right to additional cash consideration of up to $43.0 million, contingent upon the successful achievement of revenue and earnings targets for the 2011 and 2012 fiscal years.
The Company anticipates that NovaMed and SciClone's combined revenue for fiscal 2011 on a pro forma basis will be between$140 and $145 million. SciClone's GAAP revenue for fiscal 2011 will exclude NovaMed's revenue prior to the closing of the acquisition. SciClone is updating its guidance to reflect the acquisition and anticipates that its 2011 GAAP revenue will be between $133 and $138 million, and cash, cash equivalents and investments at December 31, 2011 to be greater than $45 million. The Company anticipates updating earnings per share guidance with its first quarter 2011 earnings announcement expected in early May 2011.
NovaMed, a privately-held, China-based pharmaceutical company backed by foreign venture capital, has a portfolio of 18 drug products spanning four major therapeutic areas including oncology, cardiovascular disease, central nervous system (CNS) disorders and urology/infection. To support this broad product portfolio, NovaMed has built a sales organization of more than 450 individuals with extensive pharmaceutical industry experience in penetrating the rapidly expanding pharmaceutical market inChina. Growing revenues more than 25% annually since inception, NovaMed generated revenues totaling $31.5 million(unaudited) in 2010.
SciClone's acquisition of NovaMed was completed on April 18, 2011 through a share purchase agreement, which contains additional terms. The terms of the acquisition are described in a form 8-K filed by the Company on April 19, 2011.
"NovaMed represents an excellent strategic acquisition as it allows SciClone, in a single transaction, to dramatically expand our presence in China in five important areas: pharmaceutical products, targeted therapeutic indications, management depth, sales force size and revenue," stated
Friedhelm Blobel, Ph.D., President and Chief Executive Officer of SciClone. "Whereas SciClone had already established itself in China with our successful ZADAXIN® franchise, we have now evolved into a formidable presence in this fast growing market with a combined sales force of more than 680 individuals, nearly 20 commercial stage products spanning several key indications, and an expanded Shanghai based management team with significant pharmaceutical industry experience."
Jon Saxe, Chairman of the Board of SciClone, added: "The combined entity should be an even more attractive partner for pharmaceutical companies wishing their products to be developed and represented in the Chinese market."
Among NovaMed's most successful, exclusively promoted commercial-stage products are Depakine®, the most widely prescribed broad-spectrum anti-convulsant in China, Tritace®, an ACE inhibitor for the treatment of hypertension, and Stilnox®, a fast-acting hypnotic for the short-term treatment of insomnia (marketed as Ambien® in the US), as well as Aggrastat®, a recently-launched intervention cardiology product. NovaMed's pipeline also includes pharmaceutical assets in the regulatory approval process from partners such as Bio Alliance, Orexo, Meda, and EUSA. In building this broad pharmaceutical portfolio, NovaMed has established exclusive licensing and promotion agreements with a number of the world's leading pharmaceutical companies, including Sanofi-aventis, Pfizer Inc., and Baxter International Inc.
"The opportunity to join forces with SciClone further advances the work that NovaMed has undertaken to build itself into a leading specialty pharmaceutical company in China," said
Bo Shao, Co-founder of NovaMed.
Mark Lotter, Co-founder and Chief Executive Officer of NovaMed added: "By combining the important financial resources and strong sales and marketing capabilities offered by SciClone with NovaMed's proven experience in in-licensing and marketing novel therapeutics for the China market, we are in a strong position to participate in and benefit from the rapidly expanding pharmaceutical market in China."
Following the close of the acquisition, SciClone's current operations in China and the newly acquired NovaMed will continue to operate as separate entities in the China market but under the leadership of Mr. Lotter. The NovaMed unit will continue to lead sales and marketing efforts for its current product portfolio. SciClone's sales and marketing team will continue to sell and market ZADAXIN.
As part of the transaction, Mr. Lotter and
Peter Barrett have been appointed to SciClone's board of directors. Mr. Barrett served as a director of NovaMed and is a partner of Atlas Venture, one of NovaMed's principal investors. Mr. Lotter has also been appointed as an officer of the Company and will oversee the China-based operations for SciClone as CEO of the China Business.
Cowen Group, Inc. acted as financial advisor and Katten Muchin Rosenman LLP acted as legal counsel to NovaMed. Piper Jaffray & Co. and Lazard Capital Markets acted as financial advisors and DLA Piper LLP (US) acted as legal counsel to SciClone in the transaction.
Conference Call Information
SciClone is hosting a conference call on Tuesday, April 19 at 8:30 am ET to discuss the NovaMed acquisition. The call will be hosted by
Friedhelm Blobel, Ph.D., President and CEO,
Gary Titus, Senior Vice President and CFO, and
Mark Lotter, Chief Executive Officer and Co-Founder of NovaMed.
LIVE CALL:
800.591.6945 (U.S./Canada)
617.614.4911 (International)
Passcode: 32871903
REPLAY:
888.286.8010 (U.S./Canada)
617.801.6888 (International)
Passcode: 33113598
(Replay available from Tuesday, April 19, 2011 at 11:30 a.m. ET until 11:59 p.m. ET on Tuesday, April 26, 2011)
The conference call will contain forward-looking statements. Interested parties who wish to listen to the webcast should visit the Investor Relations section of SciClone's website at www.sciclone.com. The information provided on the teleconference is accurate only at the time of the conference call, and SciClone will take no responsibility for providing updated information except as required by law.
About SciClone
SciClone Pharmaceuticals (NASDAQ: SCLN) is a revenue-generating, China-centric, specialty pharmaceutical company with a substantial international business and a product portfolio of novel therapies for cancer and infectious diseases. The Company is focused on continuing sales growth and executing a clinical development strategy with prudently managed costs. ZADAXIN® (thymalfasin) is approved in over 30 countries for the treatment of hepatitis B (HBV), as a vaccine adjuvant, for the treatment of hepatitis C (HCV), and certain cancers. SciClone is evaluating SCV-07 in a phase 2b trial to modify the course of oral mucositis in patients with head and neck cancer. The Company also has exclusive commercialization and distribution rights in China to a novel treatment for advanced liver cancer, DC Bead®, which is already approved in approximately 40 countries worldwide, including the U.S. and several countries in Europe. DC Bead is currently under review by regulatory agencies in China. Additionally, SciClone owns exclusive commercialization and distribution rights to the anti-nausea drug ondansetron RapidFilm® in China, includingHong Kong and Macau, and Vietnam. The Company intends to seek regulatory approval for the product, commonly used to treat and prevent nausea and vomiting caused by chemotherapy, radiotherapy, and surgery, in these markets. For additional information, please visit www.sciclone.com.
About NovaMed
NovaMed Pharmaceuticals was founded in August 2005 to provide one-stop service for global pharmaceutical companies and brand owners looking to leverage cost advantage and achieve optimal market potential in China. Through a directly managed sales organization of 450 people strong and growing and a network of best-in-class development, regulatory and distribution partners, NovaMed has built viable commercialization models for products at different stages of their life cycle. These include products already commercially available in China, internationally-approved products not yet registered in China, and in-licensing late stage development compounds. For more information, visit www.novamed.com.cn.
