Boehringer Ingelheim announces its intention to acquire all the outstanding shares in SSP Co., Ltd. ("SSP") through a tender offer
Tokyo/Japan, 10 February 2010 – Boehringer Ingelheim announced today its intention to acquire all the outstanding shares in SSP CO., Ltd. (“SSP”), its subsidiary company in Japan. A tender offer has been issued by Boehringer Ingelheim Japan Investment GK (“BIJI”), a newly established Japanese company for this purpose. BIJI is a wholly-owned subsidiary of Boehringer Ingelheim Auslandsbeteiligungs GmbH (“BIAB”), a management company of the majority of the overseas Boehringer Ingelheim group of companies.
Nippon Boehringer Ingelheim Co., Ltd., (“NBI”)which is also a wholly-owned Japanese subsidiary of BIAB, holds approximately 60.2% of the total number of the issued shares in SSP. Nippon Boehringer Ingelheim will tender all its SSP shares to BIJI.
According to an announcement by SSP on 10 February 2010, its board of directors has expressed its support of the tender offer and its recommendation to shareholders of SSP to tender their shares.
After the completion of the tender offer and a series of procedures thereafter to make SSP a wholly-owned subsidiary of BIJI, BIJI plans to be merged into SSP, and SSP will be the surviving company. Subsequently, with the objective of concentrating the management of the group companies in Japan, the establishment of a joint holding company is envisaged in the future, and such joint holding company is expected to hold all of the issued shares in both NBI and SSP.
Boehringer Ingelheim group of companies and SSP have a long established favourable business relationship since 1974. Boehringer Ingelheim expects to realise various synergies by intensifying its collaboration with SSP, utilising SSP’s well-recognised corporate name and product brands in Japan. Both will benefit from many potential areas of synergies, for example establishing efficient corporate structure by sharing corporate resources, sharing cost reduction through joint procurement of raw material etc.
Benefits for SSP can be expected in new product development. In the past, both companies have worked together in the area of new product development. S-tac-eve-fine, developed from an ingredient owned by Boehringer Ingelheim, has been a success as a switch OTC drug. With SSP, the Boehringer Ingelheim group will work more aggressively to develop switch OTC drugs. Being a part of an international corporation, employees of SSP would also be able to enjoy the benefit of further career development.
In addition, Boehringer Ingelheim will be able to enhance its global Consumer Health Care (CHC) business by sharing knowledge on Japanese consumers, skills and know-how on marketing and relationship-management.
Moreover, SSP’s new product development function, with unique formulation technologies, is expected to greatly contribute within Boehringer Ingelheim group.
Prof. Andreas Barner, Chairman of the Board of Managing Directors of Boehringer Ingelheim commented: “The Boehringer Ingelheim group will be able to enhance its global CHC business by sharing SSP’s knowledge. Moreover, SSP’s R&D, with unique pharmaceutical development and production technologies, is expected to play an important role within Boehringer Ingelheim.”
Dr. Thomas Heil, Country manager of Boehringer Ingelheim Japan stated that,“we believe that the proposed offer will be mutually beneficial. Boehringer Ingelheim, together with SSP will be able to further strengthen and expand the market position of the CHC business in Japan upon successful completion of the transaction.”
About Boehringer Ingelheim
The Boehringer Ingelheim group, headquartered in Ingelheim, Germany, is one of the world’s 20 leading pharmaceutical companies. Its net sales in 2008 amounted to 11.6 billion euros. Founded in 1885, with a commitment to contribute to the health of each individual as well as to global healthcare, it has been introducing novel products of high therapeutic values in countries around the world. Boehringer Ingelheim is a research driven entity, investing one fifth of net sales on research and development in Prescription Medicines, its largest business segment.
Nippon Boehringer Ingelheim Co., Ltd., an operating unit of the Boehringer Ingelheim group, has been developing its business in Japan for 49 years. NBI possesses an international pharma research institute in Kobe and a local production site in Yamagata. It provides pharmaceutical products in Japan in areas of respiratory, cardiovascular, and central nervous system, amongst others.
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