Under the terms of the agreement, Pfizer will make an upfront payment of R$400 million (approximately US$240 million) and Teuto will be eligible to receive a performance-based milestone payment. Pfizer has an option to acquire the remaining 60 percent of Teuto's shares beginning in 2014. Teuto's shareholders have an option to sell their 60 percent stake to Pfizer beginning in 2015.
Pfizer will have the opportunity to register and commercialize Teuto products in Brazil and various markets outside of the country under its own brands, including branded and unbranded generic medicines, covering a broad range of therapeutic areas, such as pain and inflammation, cardiovascular, anti-infectives, central nervous system and respiratory, among others. Teuto will gain access to select Pfizer products for distribution across its extensive distribution network and have the right to commercialize them under Teuto's own brand in Brazil.
In 2008, the global generics marketplace represented US$750 billion and is anticipated to grow up to US$920 billion by 2013, with the bulk of this growth generated in emerging markets. Today, branded and unbranded generics account for approximately 60 percent of the value of the Brazilian retail pharmaceutical market fueled by the increased purchasing power of growing middle and lower-middle income patients.
"We believe this partnership will enable both companies to effectively build upon one another's core capabilities and areas of expertise to help address the needs of more patients than ever before," said Jean-Michel Halfon, president of Pfizer's Emerging Markets Business Unit. "This agreement demonstrates Pfizer's commitment to pursue focused investments in key emerging markets to accelerate our growth and increase patient access to high-quality medicines."
"Teuto's partnership with Pfizer is very complementary to our business goals. It will expand our product portfolio and address the needs of the changing customer base," said Marcelo Henriques, chief executive officer of Teuto Laboratories.
The stake in Teuto demonstrates Pfizer's commitment to continue its expansion in emerging markets through customer-focused efforts by increasing access and affordability, partnering with other companies that offer diverse areas of expertise and leveraging the company's capabilities to build upon local markets.
The transaction is subject to customary closing conditions and is expected to close by the end of fourth-quarter 2010.
Pfizer's financial advisor for the transaction was Goldman Sachs Group, Inc. while Skadden, Arps, Slate, Meagher & Flom LLP and Pinheiro Neto Advogados were its legal advisors. Banco BTG Pactual SA served as Teuto's financial advisor, while Machado, Meyer, Sendacz & Opice and Cleary Gottlieb served as legal advisors.
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About Pfizer Emerging Markets
Pfizer's Emerging Markets Business Unit was established in 2009 to meet the diverse medical needs of patients in emerging markets around the world in an innovative, socially responsible and commercially viable manner. The unit is focused on three strategic priorities: investing in core brands, expansion in the generic market space and leveraging Pfizer's global capabilities to strengthen local markets. Pfizer Emerging Markets spans more than 70 countries, across 20 time zones with over 19,000 colleagues and the potential to reach approximately 5 billion people. The business unit has identified six priority markets – China, India, Brazil, Russia, Turkey and Mexico.