Allergan to pay $2.9B for Lifecell, driven in part by breast cancer

December 28, 2016 – 3:29 PM | By Omar Ford | No comments yet

By Michael Fitzhugh, Staff Writer

Allergan plc said it will buy Lifecell Corp., a company that makes regenerative medicine products for tissue reinforcement, from privately held Acelity LP for $2.9 billion in cash, a purchase partly driven by growing demand for reconstructive breast surgeries among women with breast cancer.

About one in eight U.S. women will develop invasive breast cancer over the course of their lifetime, and, globally, breast cancer now represents one in four of all cancers in women, the company said, citing statistics from the nonprofit Breastcancer.org.

The acquisition will add a portfolio of dermal matrix products used in breast reconstruction procedures and complex hernia surgeries to Allergan’s medical aesthetics line-up, which currently includes breast implants and tissue expanders, creating new sales opportunities for the company with plastic and general surgery customers. In addition, Allergan will also gain new manufacturing and R&D operations in Branchburg, N.J.

“The acquisition of Lifecell is both strategically and financially compelling to Allergan and serves as our entry point into regenerative medicine,” Allergan CEO Brent Saunders said. The acquisition is expected to be immediately accretive for Allergan, with Lifecell assets expected to generate about $450 million in 2016 revenue, growing at a mid-single-digit rate, approximately 75 percent gross margin and about 40 percent operating margin in 2016.

During the recent Citi Global Healthcare Conference on Dec. 8, Allergan CEO Saunders said that 2016 was “a rip the Band-Aid off type of transformational year” for the company, ending with the emergence of a growth-oriented firm focused on eye care, CNS conditions, medical aesthetics, dermatology and gastrointestinal disease. The year ahead, he said, would be about focusing on “a crisper message of what Allergan is.” On the medical aesthetics front, though the company has achieved significant success in expanding to new indications for fillers and Botox and advancing in new areas such as undereye bags, with its acquisition of Topokine Therapeutics Inc. earlier this year, and ear prominence and symmetry, via its acquisition of Northwood Medical Innovation Ltd., “the question,” Saunders said, “is do we move beyond facial aesthetics leadership into the full body?” Clearly the answer is yes.

Lifecell’s portfolio includes both regenerative and reconstructive acellular tissue matrices for repair of soft tissue defects, as well as autologous fat grafting solutions. Its leading products include Alloderm, a human allograft tissue matrix, which is used to support breast reconstruction post-mastectomy procedures and other surgical applications, by providing soft tissue reinforcement; Revolve, a fat grafting product for volume enhancing procedures; and Strattice, a porcine-based tissue matrix for reinforcement of soft tissue in challenging hernia repair procedures.

In its most recent 10-Q filing, Acelity cited favorable global demographics and an aging population as a key driver of demand for its products. The global population, 65 and older, is expected to grow from about 610 million people in 2015 to about 1.2 billion people by 2035, it noted. “A strong correlation between age and more severe chronic and surgical wounds and increased frequency of hernia and other abdominal wall defects, as well as breast cancer” is likely to lead to “increasing demand for wound care and soft tissue repair products,” it said.

In the same filing, Acelity pointed to increased competition due to a growing number of entrants in its key markets. Advantages the company has secured on reimbursement and safety fronts however, may have helped make its products especially attractive to Allergan.

Acelity, formed from a combination of Kinetic Concepts Inc. (KCI), Lifecell and Systagenix Wound Management BV, filed for an IPO in August 2015, but officially withdrew those plans on Dec. 7. Acelity President and CEO Joe Woody said the Lifecell sale will allow his company to accelerate and make greater investments “that focus on developing and commercializing advanced wound therapies and dressings in markets across the globe.” Lifecell last changed hands in 2008, when KCI acquired it for $1.7 billion.

Neither Woody nor Saunders were available for further comment.

The acquisition, which the companies expect to close during the first half of 2017, may be the cap on a busy year of buyouts for Dublin-based Allergan. After the failure in April of its planned $160 billion merger with Pfizer Inc., soured by U.S. actions to curb corporate tax inversions, Allergan kicked off a buying spree, starting with its $90 million purchase of New York-based botulinum toxin specialist Anterios Inc. in January. Its portfolio- and pipeline-extension moves picked up momentum throughout the year with the acquisitions of Topokine, Heptares Therapeutics Ltd., Retrosense Therapeutics LLC, Akarna Therapeutics Ltd., Vitae Pharmaceuticals Inc., Tobira Therapeutics Inc. and Chase Pharmaceuticals Corp.

Guggenheim Securities and Barclays are serving as financial advisors to Allergan in its acquisition of Lifecell. Debevoise & Plimpton LLP is serving as the company’s lead legal counsel. J.P. Morgan Securities LLC and Goldman, Sachs & Co. are serving as financial advisors to Acelity, while Simpson Thacher & Bartlett LLP is serving as its lead legal counsel.

Allergan shares (NYSE: AGN) fell $1.22 to close at $191.33 on Tuesday.

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