By Andrew Callus and Ben Hirschler
PARIS/LONDON (Reuters) - Sanofi (PA:SASY) and Boehringer Ingelheim are in exclusive talks over a $20 billion (£13.2 billion) swap of the French pharmaceuticals company's animal health business for the family-owned German group's consumer health operation.
The deal would consist of an exchange of Sanofi's Merial animal health arm, with an enterprise value of 11.4 billion euros (£8.2 billion), with Boehringer's consumer health division, worth 6.7 billion.
Boehringer would also pay 4.7 billion euros in cash to Sanofi, the companies said on Tuesday.
The plan signals a radical reshaping of Sanofi under new boss Olivier Brandicourt, who took over in April, and has said he sees "limited synergies" between animal health and the rest of the business.
The deal would vault the French drugmaker into number one spot in the fragmented consumer healthcare (CHC) marketplace, with proforma 2015 sales of approximately 5.1 billion euros and a global market share of around 4.6 percent.
Boehringer would become the world's second-largest animal health company.
The global pharmaceutical industry has seen a flurry of deal-making in the past two years, as large companies try to focus on a smaller number of businesses where they can establish a leading position.
"In entering into exclusive negotiations with Boehringer Ingelheim, we have acted swiftly to meet one of the key strategic objectives of our roadmap 2020, namely to build competitive positions in areas where we can achieve leadership," Brandicourt said.
The planned deal parallels a three-way trade involving Novartis (VX:NOVN), GlaxoSmithKline (L:GSK) and Eli Lilly (N:LLY) in 2014, which saw Novartis and GSK swap drug and consumer assets, while Lilly bought Novartis' animal health arm.
Sanofi will use cash from the deal to buy back shares, making the planned transaction neutral to earnings in 2017 and accretive thereafter.
GREATER CLARITY
Shares in Sanofi, which have suffered recently due to flagging sales of its diabetes treatments, rose more than 4 percent, with traders welcoming the high price achieved for animal health and the increased focus the move would give to the group.
"The new CEO has clearly started to put his stamp on the company and isn't afraid or impeded from taking strategic action," analysts at Barclays (L:BARC) said in a note.
Following the ousting of previous CEO Chris Viehbacher due to a clash with the board, some investors had worried that Brandicourt might be restricted in his ability to strike innovative deals.
By acquiring Boehringer's CHC business, Sanofi will have a stronger position in the over-the-counter (OTC) market in cough, cold and digestive health remedies, although the deal will not include Boehringer's CHC business in China.
Although CHC profit margins are lower than for prescription drugs and animal health, the business is viewed as resilient thanks to high brand loyalty.
Investment bank Lazard (N:LAZ) has been advising Sanofi on the planned divestment of Merial, according to sources familiar with the matter.
The deal also marks a step change for unlisted Boehringer, which has been a cautious buyer in the past, with investment bankers describing its management as more risk averse than some of its listed rivals.
Germany's No. 2 drugmaker last month appointed as chief executive Hubertus von Baumbach, a great-grandson of founder Albert Boehringer, putting a member of the family at the helm for the first time in 25 years.
A spokeswoman for Boehringer declined to comment on how the deal would be financed, although the group, which has no shares or bonds trading on capital markets, has been hoarding cash, with liquid funds of 8.5 billion euros at the end of 2014.