GSK to Divest Meningitis Vaccines

GlaxoSmithKline plc is divesting its meningitis vaccines Nimenrix and Mencevax to Pfizer Ireland Pharmaceuticals (a subsidiary of Pfizer Inc).

The sale follows commitments given to the European Commission and other regulators in connection with the merger control clearances obtained for GSK’s three-part transaction with Novartis AG, which completed on 2 March 2015. As part of the transaction, GSK acquired Novartis’s vaccines business (excluding influenza vaccines) including the meningitis vaccines Menveo and Bexsero. In order to satisfy regulatory clearances as part of the transaction, GSK agreed to divest its legacy meningitis vaccines Nimenrix and Mencevax, which are sold outside the US and achieved combined global sales in 2014 of £34 million.

The agreement with Pfizer Ireland Pharmaceuticals remains subject to final European Commission approval, other regulatory approvals and other customary closing conditions with completion expected before the end of the year. The total consideration for the sale, including some deferred consideration, is €115 million (£82 million).

Pfizer Ireland Pharmaceuticals is deemed, under Listing Rule 11.1.4R, to be a related party of GSK as a result of holdings of the Pfizer group in ViiV Healthcare Limited.

The sale is a smaller related party transaction under Listing Rule 11.1.10R (1) and has been agreed following a confirmation from GSK’s sponsor that the terms of the sale are fair and reasonable as far as GSK’s shareholders are concerned.