Endo Pharmaceuticals to acquire Qualitest Pharmaceuticals

Endo Pharmaceuticals (Nasdaq: ENDP) announced today that it has entered into a definitive agreement to acquire Qualitest Pharmaceuticals, a leading, privately-held generics company in the U.S., for approximately $1.2 billion in cash. The combined company will deliver more comprehensive healthcare solutions across its diversified businesses in Branded Pharmaceuticals, Generics, Devices & Services in key therapeutic areas including pain and urology.  

Qualitest, the sixth largest U.S. generics company as measured by prescriptions filled, is focused on cost competitive, high quality manufactured products with high barriers to entry. Qualitest has cGMP facilities in the U.S. including the ability to manufacture controlled substances, which make up approximately 40 percent of its product portfolio, and liquids, which are roughly 17 percent of its portfolio. The company brings a broad range of generics to Endo encompassing 175 product families. Thirty-two of Qualitest's products are listed among the top 250 generics by total prescription (TRx) volume. In addition, the combined company will have an extensive pipeline of abbreviated new drug applications (ANDAs) with 46 ANDAs under active FDA review in multiple therapeutic areas, including pain, urology, CNS, as well as oncology and hypertension and an additional 24 ANDAs under development in multiple therapeutic areas.

Endo believes Qualitest brings critical mass to Endo's current generics business, further diversifies its business lines and product offerings and enhances Endo's portfolio of pain management products. Combining the companies' generics portfolios will also significantly boost Endo's revenue and earnings growth. On a pro forma basis for fiscal 2010, the combined company would have had revenues of approximately $2.0 billion and more than 3,000 employees.

Commenting on today's transaction, David Holveck, President and Chief Executive Officer of Endo, said, "This is an exciting day for Endo. The acquisition of Qualitest accelerates our stated strategy of building a diversified healthcare company, better able to respond to the changing economics that drive the U.S. healthcare environment. We believe that this transaction will accelerate and diversify our revenues and earnings streams, while also providing our partners in the industry with a wider range of products and services at multiple value points. The transaction provides Endo with an enhanced competitive position and critical mass in the generics market and when combined with our growing Branded Pharmaceuticals and Devices & Services businesses, makes us a more comprehensive healthcare solutions provider. Together, we will be well positioned to strengthen our relationships with physicians and payment providers to deliver better outcomes for patients and to meet the demands of the evolving health care system in the U.S."

In addition, with more than 90 percent of all pain prescriptions now filled by generic drugs in the $15 billion U.S. pain market, the acquisition of Qualitest is a key step to Endo remaining at the forefront of providing pain solutions to its customers. Forty percent of Qualitest's revenues are derived from pain products, making the acquisition a natural extension of Endo's competitive position in pain and controlled substances. Endo believes that combining its technology platforms with Qualitest's already substantial business holds the potential for significant advantages in the new healthcare environment. The combined leadership team will bring vast experience in the generics space, including in product development, manufacturing and collaborative technical management.

Marvin Samson, Chairman and Chief Executive Officer of Qualitest, added, "Today's announcement brings together two highly successful businesses that I believe are an excellent fit. I am confident Qualitest's unique capabilities as a leading generics provider ideally complement Endo's diversified businesses. I am convinced that this combination will enable our management team and employees to accelerate the growth of our business and continue the important work we do here at Qualitest."  

Qualitest brings a highly qualified and experienced management team to Endo, with a track record of success in building leading and growing generics businesses. Further, Endo believes Qualitest adds important new capabilities, with the combined company having exceptional breadth and depth in the development, manufacture, distribution and sale of generic pharmaceuticals. The current Chairman and CEO of Qualitest, Marvin Samson, along with Julie McHugh, Endo's Chief Operating Officer, will lead an integration team comprised of senior leaders from both organizations focused on accelerating the growth of the combined business. Endo intends to retain Qualitest's facilities located in Huntsville, Ala. and Charlotte, N.C., as well as its own facility in Westbury, N.Y.

Endo is acquiring Qualitest Pharmaceuticals from funds advised by Apax Partners, one of the world's leading private equity investment groups.  Buddy Gumina, Partner and Co-Head of Global Healthcare at Apax, said, "We have been proud to work with the management team at Qualitest over the past three years as they have built one of the leading generics businesses in the U.S. by supplying high quality, cost effective pharmaceuticals.  Qualitest, and now Endo, represents an important part of the solution to the challenges faced by the U.S. healthcare system."

Under the terms of the agreement, which have been unanimously approved by Endo's Board of Directors, Endo will acquire 100 percent of Qualitest for a total cash consideration of $1.2 billion. Endo intends to finance the purchase using $500 million in cash from its balance sheet, drawing down an existing $300 million revolving credit facility and has secured financing for up to $400 million.

Endo expects the transaction to be immediately accretive to adjusted earnings per share in the first full year after close. Upon deal closing, Endo anticipates that Qualitest would add approximately $400 million in annualized revenue and $0.40 in annualized adjusted diluted earnings per share. Endo also expects revenue growth of the combined generics business to be at least 15 percent over the next two years. Endo expects to realize a $30 million annualized cost synergy run-rate in 2013. The synergies will be associated with procurement, distribution, manufacturing and other general and administrative expenditures. The agreement contains customary representations, warranties, covenants, indemnities, conditions and termination provisions. The transaction is subject to regulatory review, including clearance by the relevant antitrust authorities and is expected to close late in the fourth quarter of 2010 or early in the first quarter of 2011.

Financial Guidance

Endo also reiterates its 2010 revenue guidance of between $1.63 billion and $1.68 billion dollars and full-year adjusted diluted earnings per share to be between $3.30 to $3.35 per share. The company also estimates reported (GAAP) diluted earnings per share to be between $1.88 to $1.96 per share. For an explanation of Endo's reasons for using non-GAAP measures, see Endo's Current Report on Form 8-K filed today with the Securities and Exchange Commission.

Lazard is acting as exclusive financial advisor to Endo and Skadden, Arps, Slate, Meagher & Flom LLP are acting as Endo's legal counsel.  JPMorgan Chase Bank N.A. and RBC Capital Markets are providing financing commitments.

J.P. Morgan Securities LLC is acting as exclusive financial advisor to Qualitest Pharmaceuticals and Kirkland & Ellis LLP are acting as Qualitest Pharmaceuticals' legal counsel.