Endo Int'l (ENDP) Closes Par Pharma Acquisition; Updates Guidance

Endo Int'l (NASDAQ: ENDP) announced it has completed its previously announced $8.05 billion acquisition of Par Pharmaceutical Holdings, Inc. from leading global private investment firm TPG.

Through this acquisition, Endo has further established its position as a leading global specialty pharmaceutical company with a fast growing generics business that is among the top five as measured by U.S. sales according to IMS. The acquisition also helps position Endo for long-term double-digit organic growth, enhanced cash flow generation and increased financial flexibility. Endo's generics portfolio now includes an extensive range of in market and R&D stage complex and competitively differentiated dosage forms and delivery systems, with a focus on higher barrier-to-entry and first-to-market products. Endo's combined U.S. Generics segment, which includes Par Pharmaceutical and Qualitest, will be named Par Pharmaceutical, an Endo International Company and will be led by Paul Campanelli, former Chief Executive Officer of Par Pharmaceutical, who will also join Endo's Executive Leadership Team.

"We are pleased to announce the completion of this transformational acquisition that has strategically expanded our product portfolio, R&D pipeline, manufacturing and technology capacity and generics expertise for the benefit of patients, customers and shareholders," said Rajiv De Silva, President and CEO of Endo. "We are also pleased to welcome Paul Campanelli, former CEO of Par Pharmaceutical, as Group President, Par Pharmaceutical to the Endo Executive Leadership Team and are excited about his anticipated contributions to the organization. I would like to take the opportunity to thank the leadership team and the hard working employees at Qualitest for continuing to drive the business forward and deliver year-over-year double-digit growth during this period of transition. We look forward to the opportunities ahead for our combined generics business."

"I am excited to be joining Endo along with key members of the Par team. We look forward to helping realize the full potential of this new – and highly specialized – generics business," said Mr. Campanelli. "Our combined portfolio now includes an industry-leading range of higher barrier-to-entry and first-to-market products, as well as an extensive and differentiated R&D pipeline. While already one of the fastest growing generics businesses, we see a compelling opportunity to drive future double-digit growth, serve our customers and build shareholder value."

"Over the last few years, it has been a pleasure to work alongside Par's outstanding management team as they have grown and diversified this great business," said Todd Sisitsky, managing partner of TPG Capital North America. "We thank the Par team for their close partnership and believe that the company is well-positioned for continued success as part of Endo. As investors in the combined company, we are excited by the prospects for future growth."

In accordance with the terms of the merger agreement, the purchase price consists of approximately 18 million shares of Endo equity and $6.50 billion in cash consideration to former Par shareholders. The transaction was financed by a combination of cash, debt and proceeds from a $2.3 billion equity offering completed in June 2015.

The closing of the transaction follows the unanimous vote of the Federal Trade Commission on September 24, 2015 to approve a consent order in connection with the transaction. Under the consent order, Endo has agreed to divest its glycopyrrolate and methimazole products to Rising Pharmaceuticals Inc.

Barclays, Deutsche Bank, and Houlihan Lokey acted as financial advisors to Endo. JP Morgan acted as financial advisor to Par and its shareholders. Skadden, Arps, Slate, Meagher & Flom, LLP were Endo's legal advisors and Ropes & Gray, LLP acted as legal advisors to Par and its shareholders.

Financial Guidance & Updates

"The acquisition of Par has transformed our business, expanding Endo's overall corporate profile, scope and size and establishing a powerful platform for future M&A. With the Par addition to our already-growing base business, we believe we are positioned to deliver strong financial results through the remainder of 2015," said Mr. De Silva. "For this year, we've tightened our EPS guidance to the upper end of our previous range, despite having only one quarter of Par operating results but two quarters of the acquisition's financing effects. We believe Par will further position us to deliver strong financial results in 2016, based on projected double-digit underlying revenue growth, strong and rapid synergy capture and additional benefits from our tax strategy. We look forward to continuing to execute on our strategies to drive organic growth and to capitalize on future M&A opportunities to deliver enhanced value for our shareholders."

With the close of the Par acquisition, for the third quarter 2015, at current exchange rates, Endo currently estimates, subject to completing its quarterly closing process:

• Total revenue to be between $720 million and $740 million (net results of operations from Par are not expected to have a material impact on third quarter results);
• Adjusted interest expense of approximately $95 million;
• Adjusted effective tax rate of between 2 percent and 4 percent; and
• Third quarter adjusted diluted shares outstanding of approximately 210 million.

*** The Street sees Q3 revenue of $754 million.

For the full twelve months ending December 31, 2015, at current exchange rates, Endo now estimates:

• Total revenue to be between $3.22 billion and $3.27 billion; and
• Adjusted diluted EPS from continuing operations to be between $4.50 and $4.60 compared to $4.40 and $4.60 estimated in previous guidance.

*** The Street sees FY15 revenue of $2.96 billion and EPS of $4.52.

The Company's full year 2015 financial guidance is based on the following assumptions for the year:

• Adjusted gross margin of approximately 64 percent;
• Adjusted operating expenses as a percentage of revenues to be approximately 21.5 percent;
• Adjusted interest expense of approximately $375 million;
• Adjusted effective tax rate of between 9 percent and 10 percent; and
• Adjusted diluted earnings per share from continuing operations assume full year diluted shares outstanding of approximately 201 million.

For full year 2016, Endo estimates adjusted diluted EPS from continuing operations to be between $5.85 and $6.15.

*** Consensus estimates call for FY16 EPS of $5.71.

You May Also Be Interested In

• Carmila agrees to buy Dijon shopping centre for €45 million
• Roadzen to acquire European car rental insurance MGA for $15M
• Donerail urges Beazer Homes board to engage with DFH's $32 offer