Warner Chilcott buying P&G unit for $3.1 billion

NEW YORK (Reuters) - Warner Chilcott Plc, a maker of contraceptives, said it will buy Procter & Gamble Co’s pharmaceuticals business for $3.1 billion in a deal that will immediately boost profits and produce tax advantages for years to come, lifting its shares 27 percent.

Asacol, part of P&G's portfolio of branded pharmaceutical products, in an undated image. REUTERS/Handout

Ireland-based Warner Chilcott WCRX.O, which also makes an array of female hormone replacement therapies, said P&G PG.N -- like itself -- has manufacturing operations in Puerto Rico that confer significant tax benefits.

“The basic strategy is to earn as much income as you can in a low-tax subsidiary and one of the ways you do that is by having the ownership for the intellectual property in a low-tax entity,” said Rob Culbertson, a partner in the law firm of Paul Hastings who noted he was not privy to Warner Chilcott’s specific tax structure.

P&G’s branded drugs, including osteoporosis treatment Actonel and Enablex for overactive bladder, have annual sales of $2.3 billion. Warner Chilcott’s annual revenue totals about $1 billion. The deal is slated to close in November.

“The acquisition transforms Warner Chilcott into a global pharmaceutical company, expands our presence in women’s health care, establishes us in the urology market in advance of the anticipated launch of our erectile dysfunction treatments, and adds gastroenterology therapies to our product portfolio,” Warner Chilcott said in a statement.

P&G failed to realize its ambition of becoming a major force in pharmaceuticals, although Actonel became one of the world’s top-selling treatments for prevention of fractures in post-menopausal women.

Cincinnati-based P&G, best known for its vast array of household consumer products such as Tide detergent and Crest toothpaste, said it is selling its branded medicines to “prioritize” investments in its consumer health-care businesses.

Warner Chilcott officials told investors on a conference call that modest capital expenditures and strong cash flow would help it gradually repay the $3.1 billion in debt it is taking on to finance the deal.

J.P. Morgan JPM.N, Morgan Stanley MS.N, Bank of America BAC.N, Credit Suisse, Barclays and Citigroup C.N provided the financing, a company spokeswoman said.

The companies said the majority of the 2,300 employees in P&G’s pharmaceuticals unit are expected to transfer to Warner Chilcott.

“For Warner Chilcott, the acquisition expands its presence in existing specialty pharmaceutical markets and provides access to new physician offices in 14 countries,” the companies said.

P&G said the deal will give it a one-time after-tax gain of $1.4 billion, or 44 cents per share. But it also expects profit to be reduced by 10 to 12 cents per share in fiscal 2010 due to lost earnings from the pharmaceuticals business.

The transaction will increase P&G’s ability to repurchase shares, Chief Financial Officer Jon Moeller told investors on a conference call. He said other top priorities for cash are to reinvest in its business and to pay dividends.

Shares of Warner Chilcott closed up $4.35 to $20.41 on the Nasdaq. Procter & Gamble shares slipped 24 cents to $53.34 on the New York Stock Exchange.

Reporting by Ransdell Pierson; additional reporting by Brad Dorfman in Chicago and Kim Dixon in Washington; editing by Gerald E. McCormick and Leslie Gevirtz