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Sweetened bid from Sanofi-Synthelabo wins Aventis

With the dust barely settled on Pfizer's acquisition of Pharmacia in April 2003, the world's pharmaceutical manufacturer rankings look set for another shake-up following Aventis' acceptance of an improved bid from smaller French rival Sanofi-Synthelabo at the end of April 2004.

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On January 26, Sanofi launched an audacious hostile bid, valuing Aventis at €48 billion. It was immediately rejected, with Aventis saying that it undervalued the company by at least 30%. Although a tie-up between the two had long been expected, the surprise was that Sanofi, with half the sales of Aventis, was the predatory party. The two companies' market capitalisations, however, are similar, and Sanofi is viewed as having stronger growth potential.

Top 10 Pharmaceutical Companies
(Global sales data for 2003*)

Source: IMS MIDAS
*Note: Pro-forma data for Sanofi-Aventis based on global sales for 2003. During the period, IMS assigned Sanofi-Synthelabo approximately $1.1 billion in sales ("consolidated") for Plavix from total global sales of $3.6 billion ("developed") for the drug, which is co-marketed worldwide by Bristol-Myers Squibb. MIDAS assigns North American sales to BMS.

Sanofi-Aventis will be ranked third in the global drug league table, according to IMS data, overtaking Merck & Co based on 2003 sales, but still some way behind GlaxoSmithKline. Aventis is currently ranked number seven, and Sanofi number 14.

Novartis backs away

The three months between the two bids from Sanofi were certainly eventful. Aventis revealed a plan to issue warrants that would benefit its shareholders if Sanofi's number two product, Plavix (clopidogrel), a platelet anti-aggregant for the reduction of atherosclerotic events associated with stroke, heart attack etc., lost exclusivity in the US before 2007. It also put out the call for a 'white knight' to step in with an improved bid. Novartis duly responded, but said it would only make a formal bid if invited to do so by Aventis and if the French government remained neutral. The first condition was met, but not the second.

After weeks of wrangling, on April 23 French Finance Minister Nicolas Sarkozy succeeded in bringing Aventis CEO Igor Landau and his Sanofi counterpart Jean-Francois Dehecq together for their first direct talks since January. Two days later, Aventis agreed to a new bid, 14% higher than the original. It values Aventis at approximately €54 billion. Shareholders will receive five Sanofi shares and €120 cash for six Aventis shares; or 1.1739 Sanofi shares for each Aventis share; or €68.93 in cash for each Aventis share.

Dehecq persistence pays off

Dehecq will lead the enlarged group, which will be known as Sanofi-Aventis. He expects cost savings of €1.6 billion by 2006. The improved bid was supported by Total and L'Oreal: the oil and cosmetics firms together own 44% of Sanofi. Their shareholder pact, however, ends in December - thought to be a major spur to Dehecq's bold move, as Sanofi could have become a vulnerable takeover target itself.

Dehecq anticipates only minor regulatory hurdles at antitrust authorities. Sanofi has already agreed to divest two antithrombotics, Fraxiparine (nadroparin) and Arixtra (fondaparinux), which would compete with Aventis' top product, Lovenox (enoxaparin), to GlaxoSmithKline.

Sanofi-Aventis would have a varied portfolio, with leading franchises in three areas according to IMS:

  • B1 Antithrombotics (Lovenox, Plavix)
  • L1 Antineoplastics (Taxotere, Eloxatin)
  • C9 Agents acting on the renin-angiotensin system (Triatec, Delix Plus, Aprovel, Coaprovel)

Patent problems?

Some analysts believe Sanofi-Aventis will have its challenges. Two generic manufacturers, Apotex and Dr Reddy's, have filed ANDAs for clopidogrel products, equivalent to Plavix. Sanofi has sued both, and a court decision is expected before the end of the year. Aventis' antihistamine Allegra (fexofenadine) now has competition from both over-the-counter and generic versions of the former leading allergy drug in the US, Schering-Plough's Claritin (loratadine). Moreover, in September 2004, Aventis is due to go to court in its patent litigation against generic manufacturers that have filed fexofenadine ANDAs.

Aventis' leading drug, Lovenox, is also facing a patent fight and there is a possibility that the low molecular weight heparin could lose US exclusivity from 2005; however, it is a difficult product to make due to its biological nature, so any generic manufacturer would face a number of hurdles.

Sanofi-Aventis' top 10 products
(Pro forma, based on global sales data for 2003)

Product

Indication

Sales ($m)

Lovenox (enoxaparin)

DVT, angina

2,066

Allegra (fexofenadine)

Allergy

1,815

Ambien/Stilnox (zolpidem)

Insomnia

1,770

Taxotere (docetaxel)

Cancer

1,356

Plavix (clopidogrel)

Thrombosis, stroke

1,120*

Triatec/Delix (ramipril)

Hypertension

935

Eloxatin (oxaliplatin)

Colorectal cancer

755

Amaryl (glimepiride)

Diabetes

696

Lantus (insulin glargine)

Diabetes

547

Nasacort/Azmacort (triamcinolone)

Allergic rhinitis

523

Source: IMS MIDAS (Sanofi-Synthelabo products in bold)
*Note: Consolidated sales figure assigned to Sanofi-Synthelabo - MIDAS does not include sales in North America, which are assigned to BMS.

US sales boost for rimonabant

Aventis' pipeline is generally considered weak, though its new antibiotic Ketek (telithromycin) and rapid-acting insulin analogue Apidra both received FDA approval in early 2004, and Sculptra, an injectable filler for facial lipoatrophy in HIV patients, was backed by an FDA advisory panel. In general, analysts view Sanofi's pipeline as having more depth.

Aventis COO Richard Markham, however, told IMS Company Profiles it has a number of interesting projects, including MDL 100907, currently in Phase II studies for the improvement of sleep quality; unlike Sanofi's Ambien it is not a hypnotic, but patients wake less frequently in the night. And teriflunomide, which could become the first oral therapy for multiple sclerosis, began Phase III trials in early 2004. The new group will have almost 60 projects in late-stage (Phase II and above) clinical development.

One of Aventis' main attractions for Sanofi is its strong presence in the all-important US market. This could prove invaluable to boost the launch of Sanofi's most important pipeline drug, the obesity treatment Acomplia (rimonabant), which was in Phase III trials in early 2004.

Who will be next?

It seems likely that a fresh wave of consolidation could sweep through the industry. Novartis has increased its voting stake in neighbour Roche to 33.3% - less than 500 shares short of being required to launch a formal takeover bid. Family-owned Roche is resistant to such a move, and Novartis seems prepared to wait until it has a change of heart; combined, they would create a Swiss giant whose sales would exceed GSK's.

Barring a major calamity with Lipitor, no one is likely to overtake Pfizer for some time. But the likes of GSK and AstraZeneca could well be tempted to move in on one of the struggling US firms to keep their place in the rankings. After a period of being overshadowed by their US peers, European drugmakers could be looking to stamp their authority on the global pharmaceutical market once again.

This article was written by Selena Class, Deputy Executive Editor of IMS Company Profiles.

Information was sourced from our new web site, IMS Knowledge Link, which integrates detailed data from a number of publications covering sales, R&D, news, patents and strategic issues. The extensive coverage includes more than 100 of the top pharmaceutical and biotechnology companies as well as 300 therapeutic areas and 36 countries. Analysis for mergers and acquisitions is only one of the service's many applications.

For more information, visit IMS knowledgelink or contact Stephanie Earle via e-mail or +44 207 393 5515.

External Links:
Sanofi-Synthelabo
Aventis
Copyright IMS HEALTH, 28 April 2004













 

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