ATLANTA--(BUSINESS WIRE)--June 12, 2007--Sciele Pharma, Inc.
(NASDAQ:SCRX) today announced that it has completed its acquisition of
Alliant Pharmaceuticals, Inc. Sciele will pay approximately $109.75
million in cash for Alliant, which includes approximately $14 million
in indebtedness. The final purchase price is $12.5 million less than
the originally negotiated and announced purchase price due to the
termination of the agreement between Alliant and Morton Grove
Pharmaceuticals, Inc. pursuant to which Alliant marketed the product
Lindane. The agreement between Sciele and Alliant also includes
potential payments of up to $62.5 million based on meeting certain
profit targets and product development targets for Alliant's products.
This is $7.5 million more than the previously announced $55 million
and may be earned if Alliant's products meet certain profitability
targets.
Patrick Fourteau, Sciele's Chief Executive Officer, said, "We are
enthusiastic about completing this transaction with Alliant, which
will provide Sciele with additional product diversification and a
strategic expansion into pediatrics. We will rapidly integrate Alliant
into Sciele, and we welcome all of the new employees from Alliant who
will be joining Sciele to form our new pediatric sales team."
The Company is updating its revenue and earnings guidance for the
full-year 2007. Revenues for the full-year 2007 are expected to be in
the range of $365 million to $380 million, representing an increase of
25% to 30% over full-year 2006. This is a reduction of $10 million
from the top-end of the Company's previously announced revenue
guidance, reflecting the termination of the agreement between Alliant
and Morton Grove Pharmaceuticals to market Lindane. The Company
expects full-year 2007 diluted earnings per share to be in the range
of $1.50 to $1.57, inclusive of the Company's previously announced
non-cash expense of $0.10 per share related to the Company's
redemption of its 1.75% Contingent Convertible Senior Subordinated
Notes due 2024, a reduction of $0.03 per share reflecting the
reduction of the top-end of the revenue guidance, and approximately
$0.04 per share in restructuring charges related to the Alliant
acquisition. This represents an expected diluted earnings per share
increase of 25% to 31% over full-year 2006.
About Sciele Pharma, Inc.
Sciele Pharma, Inc. is a pharmaceutical company specializing in
sales, marketing and development of branded prescription products
focused on Cardiovascular/Diabetes, Women's Health and Pediatrics. The
Company's Cardiovascular/Diabetes products treat patients with high
cholesterol, hypertension, high triglycerides, unstable angina and
Type 2 diabetes, and its Women's Health products are designed to
improve the health and well-being of women and mothers and their
babies. Founded in 1992 and headquartered in Atlanta, Georgia, Sciele
Pharma now employs more than 900 people. The Company's success is
based on placing the needs of patients first, improving health and
quality of life, and implementing its business platform - an
Entrepreneurial Spirit, Innovation, Speed of Execution, Simplicity,
and Teamwork.
Safe Harbor Statement
This press release contains forward-looking statements that are
subject to risks and uncertainties that could cause actual results to
materially differ from those described. Although we believe that the
expectations expressed in these statements are reasonable, we cannot
promise that our expectations will turn out to be correct. Our actual
results could be materially different from and worse than our
expectations. With respect to such forward-looking statements, we seek
the protections afforded by the Private Securities Litigation Reform
Act of 1995. These risks include, without limitation:
We may not attain expected revenues and earnings. If we are
unsuccessful in obtaining third party payor contracts for our
products, we may experience reductions in sales levels and may fail to
reach anticipated sales levels. If demand for our products exceeds our
initial expectations or the ability of our suppliers to provide
demand-meeting quantities of product and samples, our ability to sell
these products could be adversely impacted. The potential growth rate
for our promoted products may be limited by slower growth for the
class of drugs to which our promoted products belong and unfavorable
clinical studies about such class of drugs. We may encounter problems
in the manufacture or supply of our products, for which we depend
entirely on third parties.
Strong competition exists in the sales of our promoted products,
which could adversely affect the expected growth of our products'
sales or increase our selling costs. We may not be able to protect our
competitive position for our promoted products from infringers.
Altoprev has experienced manufacturing issues; if the issues recur
and cannot be resolved, our ability to acquire the product for sale
and sampling will be adversely affected. Sales of our Robinul product
have been adversely affected by the introduction of knock-off and
generic product.
We may incur unexpected costs in integrating new products into our
operations. If we have difficulties acquiring new products or rights
to market new products from third parties, our financial results could
be adversely impacted. We may be unable to develop or market line
extensions for our products including Sular, Triglide, Fortamet, and
our Prenate Line or, even if developed, obtain patent protection for
our line extensions. Further, introductions by us of line extensions
of our existing products may require us to make unexpected changes in
our estimates for future product returns and reserves for obsolete
inventory. If these risks occur, our operating results would be
adversely affected. Our licensor/supplier can terminate our rights to
commercialize Nitrolingual and the 60 dose size of this product has
not yet met our expectation. Our new Sular formulation is presently
undergoing clinical trial testing. There can be no assurance that the
trial results will be positive, and if they are not, we may not be
able to market and sell our new Sular formulation.
We may not fully or successfully integrate Alliant's employees and
products into our business. If we cannot, we will not gain the
advantages from the acquisition that we expect to gain. We may not be
able to sufficiently detail the Allegra product. If we do not, or for
any reason on 90-days notice, Sanofi-Aventis could terminate the
co-promotion agreement. The license in connection with Orapred could
be terminated on 30-days notice.
We depend on a small senior management group, the departure of any
member of which would likely adversely affect our business. An adverse
interpretation or ruling by one of the taxing jurisdictions in which
we operate could adversely impact our operating results. A small
number of customers account for a large portion of our sales and the
loss of one of them, or changes in their purchasing patterns, could
result in substantially reduced sales and adversely impact our
financial results. If third-party payors do not adequately reimburse
patients for our products, doctors may not prescribe them. Further,
our business is subject to increasing government price controls and
other healthcare cost-containment measures. Side effects or marketing
or manufacturing problems with our products could result in product
liability claims which could be costly to defend and could result in
the withdrawal or recall of products from the market.
We rely on operational data obtained from IMS, an industry
accepted data source. IMS data may not accurately reflect actual
prescriptions (for instance, we believe IMS data does not capture all
product prescriptions from some non-retail channels). An adverse
judgment in the securities class action litigation in which we and
certain current and former directors and executive officers are
defendants could have a material adverse effect on our results of
operations and liquidity.
If we fail to obtain, or encounter difficulties in obtaining,
regulatory approval for new products or new uses of existing products,
or if our development agreements are terminated, we will have expended
significant resources for no return. Our business and products are
highly regulated. The regulatory status of some of our products makes
these products subject to increased competition and other risks, and
we run the risk that we, or third parties on whom we rely, could
violate the governing regulations; if generic competitors that compete
with any of our products are introduced, our revenues may be adversely
affected.
Some unforeseen difficulties may occur.
The above are some of the principal factors that could cause
actual results to differ materially from those described in the
forward-looking statements included above. These factors are not
intended to represent a complete list of all risks and uncertainties
inherent in our business, and should be read in conjunction with the
more detailed cautionary statements and risk factors included in our
other filings with the Securities and Exchange Commission.
CONTACT: Sciele Pharma, Inc.
Joseph T. Schepers, 678-341-1401
ir@sciele.com
SOURCE: Sciele Pharma, Inc.