PwC Legal advises Bayer on sale of Animal Health business unit to Elanco

Düsseldorf, August 21, 2019

PricewaterhouseCoopers Legal AG Rechtsanwaltsgesellschaft (PwC Legal) has been advising Bayer AG on the separation and sale of the Animal Health business unit to the U.S. group Elanco Animal Health. The transaction is valued at 7.6 billion U.S. dollars consisting of 5.3 billion U.S. dollars in cash, subject to customary purchase price adjustments, and 2.3 billion U.S. dollars in Elanco stock based on the unaffected 30-day volume weighted average price as of August 6, 2019. The value of the equity consideration is fixed within a 7.5 percent collar. The transaction value represents an implied multiple of 18.8x based on the 12 months EBITDA before special items of Bayer Animal Health as of June 30, 2019.

Bayer’s Animal Health business is a global leader in the segment with sales of 1.8 billion U.S. dollars in fiscal 2018. It develops and markets innovative products and solutions to prevent and treat diseases in companion and farm animals. The Advantage™ family of flea, tick and worm control products, for instance, has been among the most successful products on the market for years. In addition, the innovative Seresto™ collar is one of the fastest-growing products in this area.

The team led by PwC Legal Partners Dr. Frederic Mirza Khanian and Dr. Simon Dürr has been advising Bayer AG on all aspects relating to the identification of assets belonging to the Animal Health unit and their worldwide separation. In addition to the core team in Germany, teams lawyers of the PwC Legal network in over 50 countries have been involved in the transaction. Dr. Simon Dürr and Dr. Frederic Mirza Khanian are both members of the Global Transformations Team, an initiative of PwC and PwC Legal in which experts from the areas of Tax, Legal, Valuations, Finance and Delivering Deal Value offer comprehensive one-stop support for international reorganization projects. A team led by Dr. Simon Dürr has already been advising Bayer AG since 2018 on the worldwide corporate integration of Monsanto – a project that is expected to continue until 2024.

The German core team advising on the worldwide carve-out of the Animal Health business includes: Dr. Frederic Mirza Khanian and Dr. Simon Dürr (joint lead), Dr. Ulrich Fleischer, Dr. Arne Pidun, Marc Peisert, Hao Chu, Johannes Feddersen, Ursula Braun and Janaina Kutzner. They are supported by the IT experts Sally Trivino and Chirag Oberoi who offer tailor-made innovative legal tech solutions.

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