Sanofi-Aventis to buy health-care company Chattem for $1.9 billion, entree into US OTC market

Sanofi-Aventis to buy Gold Bond maker Chattem

TRENTON, N.J. — French drugmaker Sanofi-Aventis SA said Monday it plans to buy U.S. health-care company Chattem Inc., maker of over-the-counter mainstays like Gold Bond skin products, for $1.9 billion in cash.

The deal also gives Sanofi-Aventis a distribution base for its popular allergy drug Allegra, which is awaiting approval to switch from prescription-only to an over-the-counter version, and for future switches of other drugs approaching the end of their patents.

Paris-based Sanofi-Aventis said it will offer $93.50 per share — 44 percent more than Chattem’s average price over the past six months. The Chattanooga, Tenn., company makes two dozen consumer health care products, including Icy Hot pain relief medicine and Selsun Blue shampoo.

Chattem shares skyrocketed on the news, jumping $22.96, or 33 percent, to $92.94 in afternoon trading. In New York trading, Sanofi-Aventis shares edged up 15 cents to $39.26.

“Chattem is the ideal entry for us in this market,” Sanofi Chief Executive Chris Viehbacher told reporters during a conference call.

Chattem ranks among the top 10 U.S. consumer health companies but sells little in other countries. But it has the highest operating profit margin in the business at nearly 35 percent, far better than the 20 percent or below at what Viehbacher called “the big boys,” Procter & Gamble and Johnson & Johnson Consumer Health Care.

“Chattem is not bad. They’ve got products that are either No. 1 or a least high up in their product class,” said analyst Les Funtleyder of Miller Tabak & Co.

He said the deal is “consistent with a lot of pharma companies that are buying consumer units to diversify their revenue stream away from development of branded drugs, which is unpredictable.”

Coincidentally, Sanofi-Aventis also said Monday it will stop seeking regulatory approval for two experimental drugs, one for insomnia that ran into trouble with regulators, and one to prevent blood clots, because of recent new competition.

In two megadeals this fall, Pfizer Inc. bought Wyeth and Merck & Co. acquired Schering-Plough Corp., with both buyers getting well-known consumer health products, plus veterinary medicines and other new businesses.

Sanofi-Aventis is the world’s top maker of vaccines and fifth-biggest prescription drugmaker by revenue, with blockbusters including blood thinners Plavix and Lovenox and Lantus insulin. Sanofi said the deal would make it the world’s fifth-largest consumer health care company, up from sixth. With Chattem’s $455 million in annual revenue, that business would have nearly $2.5 billion in sales.

Sanofi’s over-the-counter business is all outside the U.S., which is a $20 billion-a-year market, a fourth of global total. It’s also a market that’s growing at a time when Sanofi-Aventis and other top drugmakers face looming patent expirations that will slash revenue from many top products.

Rolling out nonprescription versions is a popular move in the pharmaceutical industry for drugs going off patent, meant to hang onto loyal customers rather than have them defect to rivals’ generic copies.

Antihistamine Allegra posted sales of nearly $1 billion last year, but only the 24-hour version that includes a decongestant still has patent protection.

Viehbacher said Chattem has an excellent sales and marketing operation, which will handle U.S. sales of Allegra after the acquisition.

Sanofi-Aventis also plans to start selling some of Chattem’s products in other countries, particularly in Latin America, where Sanofi bought two major generic drugmakers this spring, and in Asia.

“Most of the initial benefit will come from taking Chattem and expanding into other markets,” Viehbacher said, saying the U.S. launch of Sanofi-Aventis brands, generally unknown here, would be prohibitively costly.

Down the road, Sanofi-Aventis foresees switching some other drugs to nonprescription versions. Viehbacher cited allergy spray Nasacort, acne treatment BenzaClin and Penlac for fungal nail infections.

Over-the-counter drugs provide steady revenue that can approach $1 billion a year. Recent successful switches include allergy drugs Zyrtec and Claritin and heartburn drugs Zantac and Prilosec.

The company plans to launch its public tender offer for Chattem in January, and it expects to complete the acquisition in the first quarter of 2010. The deal should boost profit that year.

Sanofi-Aventis said it would maintain both of Chattem’s manufacturing plants in Chattanooga and will continue construction on a third.