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Approximately 800 employees at Hillerød site expected to continue employment under Fujifilm ownership
Biogen will enter into manufacturing services agreements with Fujifilm to supply TYSABRI ® and third-party products
Biogen expects new manufacturing facility in Solothurn, Switzerland to be operational by the end of 2020
CAMBRIDGE, Mass., March 12, 2019 (GLOBE NEWSWIRE) -- Biogen (Nasdaq: BIIB) today announced that it has entered into a share purchase agreement with FUJIFILM Corporation (Fujifilm) under which Fujifilm will acquire the shares of Biogen’s subsidiary, which holds Biogen’s biologics manufacturing operations in Hillerød, Denmark, for up to $890 million in cash, subject to minimum purchase commitment guarantees and other contractual terms. The approximately 800 employees at the Hillerød subsidiary are expected to continue employment under Fujifilm ownership.
As part of the proposed transaction, Biogen also announced today that it will enter into manufacturing services agreements with Fujifilm. Following the completion of the transaction, Fujifilm will use the Hillerød site to produce commercial products for Biogen, such as TYSABRI, as well as other third-party products.
“We continually evaluate our manufacturing strategy and we believe that this agreement serves the best interest of our employees, customers, partners and shareholders,” said Michel Vounatsos, Biogen’s Chief Executive Officer. “As we continue to diversify our portfolio across multiple modalities and bring online our state-of-the-art manufacturing facility in Solothurn, Switzerland, we believe that we have enhanced our manufacturing capabilities and capacity for biologics with this transaction. Fujifilm is a well-respected leader in manufacturing biologic products and they share our pioneering culture.”
“We are proud to combine the talent and expertise of the Hillerød employees with Fujifilm’s capabilities as an industry-leading contract development and manufacturing organization,” said Paul McKenzie, Ph.D., Biogen’s Executive Vice President, Pharmaceutical Operations and Technology. “We will work with Fujifilm with the goal of ensuring a smooth transition and reliable supply for our customers and patients.”
The Hillerød site includes a 90,000L biologics production facility with assembly, labeling and packing capabilities, quality control laboratories and warehouses. The transaction is subject to closing conditions, including customary filings and clearances under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in the U.S., the Danish Competition Act and the Korean Monopoly Regulation and Fair Trade Act. The closing of the transaction is expected to occur in the second half of 2019.
Following the closing of the transaction, Biogen will operate manufacturing facilities in Research Triangle Park (RTP), North Carolina and Solothurn, Switzerland, which Biogen expects to be operational by the end of 2020.
Biogen expects to record a total after-tax loss in the first quarter of 2019 of approximately $130 million to $150 million, or $0.66 to $0.76 per diluted share, related to the proposed transaction. This loss includes an estimate of $120 million associated with guarantees of future minimum purchase commitments. These estimates are based on current exchange rates and business conditions.
At Biogen, our mission is clear: we are pioneers in neuroscience. Biogen discovers, develops and delivers worldwide innovative therapies for people living with serious neurological and neurodegenerative diseases. One of the world’s first global biotechnology companies, Biogen was founded in 1978 by Charles Weissmann, Heinz Schaller, Kenneth Murray and Nobel Prize winners Walter Gilbert and Phillip Sharp, and today has the leading portfolio of medicines to treat multiple sclerosis, has introduced the first and only approved treatment for spinal muscular atrophy and is focused on advancing neuroscience research programs in Alzheimer’s disease and dementia, MS and neuroimmunology, movement disorders, neuromuscular disorders, acute neurology, neurocognitive disorders, pain and ophthalmology. Biogen also manufactures and commercializes biosimilars of advanced biologics.
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Biogen Safe Harbor Statement
This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, relating to the potential benefits and results that may be achieved through the proposed transaction with Fujifilm; the transition of the Hillerød operations from Biogen to Fujifilm; the potential of Biogen’s commercial business; Biogen’s strategy and plans; anticipated benefits and potential of investments, collaborations and business development activities; capital allocation and investment strategy; risks and uncertainties associated with drug development and commercialization; the anticipated completion and operational status of Biogen’s large-scale biologics manufacturing facility in Solothurn, Switzerland; Biogen’s manufacturing capacity and use of third-party contract manufacturing organizations; the anticipated completion and timing of the proposed transaction; and Biogen’s future financial and operating results. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “possible,” “will,” “would” and other words and terms of similar meaning. You should not place undue reliance on these statements.
These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including, without limitation: risks that the proposed transaction will be completed in a timely manner or at all; the possibility that certain closing conditions to the transaction will not be satisfied; uncertainty as to whether the anticipated benefits of the proposed transaction can be achieved; the ability of Biogen and Fujifilm to successfully transition and integrate the Hillerød operations and employees; risks of unexpected costs or delays; uncertainty of success in Biogen’s investments, collaborations and business development activities; third party collaboration risks; failure to successfully execute on Biogen’s growth initiatives; risks relating to investment in and expansion of manufacturing capacity for future clinical and commercial requirements; and problems with Biogen’s manufacturing processes. The foregoing sets forth many, but not all, of the factors that could cause actual results to differ from Biogen’s expectations in any forward-looking statement. Investors should consider this cautionary statement, as well as the risks factors identified in Biogen’s most recent annual or quarterly report and in other reports Biogen has filed with the Securities and Exchange Commission.
These statements are based on Biogen’s current beliefs and expectations and speak only as of the date of this press release. Biogen does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
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