Almirall Reaches Agreement to Acquire Aqua Pharmaceuticals, a US-Based Specialty Dermatology Company

Almirall SA, the international pharmaceutical company based in Spain, announces a definitive agreement to acquire Aqua Pharmaceuticals, LLC, a privately held leading US-based prescription dermatology company.

Dermatology is a key platform of growth for Almirall and continues to be a key future growth driver.

Aqua has a portfolio of well-known growing prescription brands in acne, steroid-responsive dermatoses, seborrheic dermatitis, actinic keratosis and atopic dermatitis. With its nation-wide infrastructure and experienced management team, it is dedicated to marketing high-quality products. For the calendar year 2013, the company is expected to report sales of $127 million.

Aqua has a proven track record of achieving both scale and quality of operations. Almirall is very keen to engage the current management team, with their wealth of experience and knowledge in the US market.

Today’s acquisition also provides Almirall with greater therapeutic and geographic diversification, with no single disease area or country estimated to generate more than 30% of revenues in 2014PF.

Eduardo Sanchiz, added: “We are extremely pleased to announce this latest strategic move which strengthens a key platform of growth, gives us access to the largest dermatology market globally, promises to provide the potential in the future to leverage our own products in the US and benefits future profitability”.

The transaction

Under the terms of the agreement, Almirall will acquire Aqua for an upfront cash consideration of $305 million. There will also be an additional upfront payment of $22.6 million related to amortization of certain long term tax assets. Additional potential payments of up to $75 million may be due if certain regulatory and commercial milestones are met during 2014 and 2015.

EBITDA margins of Aqua are above market average, and the transaction is expected to be immediately accretive to Almirall’s earnings. Full year guidance will be provided on 24 February at the 2013 financial results conference.

Almirall is not assuming any of Aqua outstanding debt as part of the transaction. The acquisition will be funded with debt. Aqua was majority-owned by RoundTable Healthcare, a US-based healthcare focused private equity firm.

The closing is conditional on the expiration or termination of all applicable waiting periods pursuant to the Hart-Scott-Rodinho Antitrust Improvements Act and other customary closing conditions.

Centerview Partners is acting as exclusive financial advisor to Almirall.