FRANKFURT/BERLIN (Reuters) - Fresenius SE’s (FREG.DE) chief executive has defended the company’s decision to pull out of a planned $4.8 billion takeover of Akorn (AKRX.O), saying it was the only option after uncovering data integrity breaches at the U.S drugmaker.
“It was certainly not an easy decision, but ultimately there was only one correct course,” CEO Stephan Sturm, a former investment banker and experienced dealmaker, said at Fresenius’ annual shareholder meeting in Frankfurt on Friday.
Sturm served as chief financial officer before taking over as CEO in 2016 and has helped build the German company into a globally diversified healthcare group through a series of multi-billion dollar deals.
He rejected suggestions that Fresenius had not done its homework ahead of the Akorn acquisition.
“You might say, ‘Couldn’t you have found out before? Did you really take a close look at Akorn before making your purchase offer?’,” he said.
“Yes, we did: we looked very closely. In fact, the due diligence undertaken was the most intensive that I have experienced at Fresenius.”
Deficiencies it later uncovered were in areas Fresenius was not allowed to access before the deal because Akorn was a listed, direct competitor, he said.
The German healthcare group called off the acquisition in April after it said it had found Akorn breached U.S. Food and Drug Administration data integrity requirements related to product development.
Akorn disagrees with the allegations and has said Fresenius wants to back out of a deal it soured on for financial reasons. It is suing Fresenius to try and hold the German company to the deal.
Sturm told shareholders Fresenius had spent around 60 million euros ($71 million) before taxes on costs related to the Akorn transaction so far. He said the company was examining whether provisions needed to be set aside in connection with the lawsuit and had filed for damages from Akorn.
A hearing is expected to take place in Delaware Court of Chancery on July 9 regarding the complaint Akorn has filed against Fresenius.
Fresenius expects the court proceedings to conclude in the course of 2019.
“We think that our decision to terminate the agreement was right and fully justified. And we will defend our position vigorously,” Sturm said.
Berenberg analysts, who rate the stock ‘buy’, say the Akorn legal challenge has dampened sentiment around the stock. But they said in a note it was a distraction rather than a disaster - even though the outcome of the trial is open.
“Whether Akorn’s transgressions amount to a breach of the merger agreement will depend on the true extent to which data was falsified and whether the Court determines it is material in the context of the merger,” they wrote in a note.
Reporting by Patricia Weiss and Caroline Copley; editing by Jason Neely and Louise Heavens