April 19, 2018 — Procter & Gamble Co. has agreed to acquire Merck KGaA’s consumer health unit for €3.4 billion ($4.2 billion), gaining vitamin brands such as Seven Seas and greater exposure to Latin American and Asian markets. The maker of Pampers diapers and Gillette razors said the deal would expand its portfolio of consumer healthcare products, which includes Vicks cold relief. The Merck unit also includes vitamin brands Femibion and Neurobion. Healthcare currently accounts for 12% of P&G’s group sales. Merck will terminate its consumer care joint venture with Teva in July and plans to update its earnings guidance at its Q1 results. The deal follows GlaxoSmithKline’s agreement to buy Novartis out of their consumer healthcare joint venture for $13 billion after dropping its pursuit of Pfizer’s consumer unit. Pfizer has struggled to divest the business for as much as $20 billion after Reckitt Benckiser dropped out last month and Johnson & Johnson stepped away in January. Prescription-free remedies offer stable sales due to customer brand loyalty, albeit at lower margins than pharmaceuticals, but intense price competition online, mainly from Amazon, and cheaper store-brand products have weighed on profits in the U.S. and other Western markets. U.S.-based P&G derived 12% of group sales, or $7.5 billion, from health care products last year, including Oral-B toothbrushes and toothpastes. The purchase price for Merck’s business suggests the German company backed down from price demands of as much as €4 billion, which sources told Reuters had deterred initial suitors such as Nestlé, Perrigo and Stada owners Bain and Cinven. Morgan Stanley analyst Vincent Meunier said the price still implied a valuation of 4.7 times sales and around 19 times operating profit (EBITDA) for the business, at the high end of recent deals in the sector. "This will help Merck focus on its pharma unit and refurbish its pipeline," he said. Merck shares were up 0.5% at 08:33 GMT, among the top gainers in the German blue-chip DAX index, having risen 1.2% earlier. Merck said it fetched a multiple of about 19.5, above recent industry transactions and based on an adjusted "economically transferred" EBITDA of €173 million in 2017. The proceeds would allow it to reduce debt faster, giving its businesses, which include chemicals, pharmaceuticals and lab equipment, more flexibility, although it ruled out acquisitions worth more than €500 million this year. P&G also announced it would split up its consumer care joint venture with Teva, PGT Healthcare, on July 1, saying strategies were no longer aligned. PGT accounts for nearly all of P&G’s personal health care sales outside the United States. Teva said the terms of the agreement to terminate the JV with P&G would not be disclosed and that the dissolution was amicable. Merck said the divestment of its consumer health business did not change its goal of keeping net sales of its established prescription drugs, such as Erbitux (for cancer) and Rebif (for multiple sclerosis), organically stable until 2022. It will issue guidance for 2018 to reflect the sale of the consumer healthcare business when it publishes first-quarter financial results on May 15.

In India, about 3,300 Merck employees could move to P&G upon completion of the transaction, which is expected by the fourth quarter. As part of the deal, P&G will buy a majority stake in the German company’s Indian consumer health business, Merck Ltd, and subsequently make a mandatory tender offer to minority shareholders. A final agreement with P&G on Merck’s French consumer health business has yet to be worked out with labour representatives, but that will not change the overall price agreed with P&G. JP Morgan acted as financial adviser to Merck on the transaction, and Freshfields Bruckhaus Deringer was legal adviser. $1 = 0.8079 euros. Additional reporting by Shalini Nagarajan in Bengaluru, Maria Sheahan in Frankfurt and Tova Cohen in Tel Aviv; editing by Susan Fenton and Jason Neely.