Bayer pays $14.2B for Merck consumer staples

Coppertone and Claritin, iconic health-care products for preventing sunburn and treating allergies, will get a new corporate parent under a deal announced Tuesday in which Merck & Co. will sell its over-the-counter division to Bayer AG for $14.2 billion.

New Jersey-based Merck got 70 percent of its consumer division revenue from U.S. sales, but German-based Bayer expects to make more from sales elsewhere on the globe.

This is the latest deal in a wave of takeovers and trades by pharmaceutical industry giants, which are scrambling to reorganize to better balance investor demands for higher profits with patient and payer demands for better products at lower prices.

Bayer AG's chief executive officer, Marijn Dekkers, said in a conference call with reporters that the megamergers five or seven years ago were prompted by fears that profits would fall when blockbuster prescription drugs lost patent protection and the corresponding market exclusivity.

"In this case, it is very driven by companies wanting to refocus on what they are good at," Dekkers said.

Merck had about $1.89 billion in sales from its over-the-counter division in 2013, according to its annual report. Dekkers said Bayer was about 2.5 times larger than Merck. It is led by its well-known brands, such as Bayer aspirin, Alka-Seltzer, and Aleve. Adding Merck's products, Dekkers hopes, Bayer will be more competitive with other leaders in that health-care segment.

Johnson & Johnson is one of them.

GlaxoSmithKline recently staked a larger claim in that area by taking a majority share of a joint venture with Novartis - along with a multibillion dollar swap of vaccine and cancer drugs.

"I have always said it was a great business," Merck CEO Kenneth Frazier said Tuesday of Merck's over-the-counter division during an investor conference in Boston. "But it wasn't of global scale."

Frazier was noncommittal on whether the $8 billion to $9 billion in after-tax proceeds would go toward share buybacks or pursuing more potential prescription drugs. Bayer and Merck also struck a deal to collaborate on potential new drugs.

Merck is implementing layoffs that were announced on Oct. 1 and were scheduled to be completed by 2015. Merck previously said it would close facilities in North Jersey, including its current headquarters building in Whitehouse Station. Employees at its large complex in Montgomery County have also lost jobs.

Bayer said Merck has about 2,250 employees in its consumer division, which is headquartered near Bayer's U.S. facilities in North Jersey. Bayer expects to derive $200 million in cost savings by 2017.

"This is not the type of deal where you say, 'By elimination of a lot of jobs, we will make the numbers work,' " Dekkers said. "That is a very, very small part of the consideration.

"The upside for us is taking very, very strong brands of Merck, like Claritin, Afrin, and Coppertone, brands so well-known in the U.S., and taking them out of the U.S. aggressively."