Novartis cuts uneasy 20-year ties to Roche with $20.7-bn voting stake sale

Novartis AG agreed to sell its stake in Roche Holding AG back to the rival Swiss drugmaker for $20.7 billion, ending a two-decade investment and building up a cash pile for possible acquisitions.

Novartis took advantage of record levels in Roche’s voting stock to unwind the remnants of a failed takeover attempt that began in 2001 under then-Novartis Chief Executive Officer Daniel Vasella.

The company is booking a capital gain of about $14 billion on the investment at a time when the cost of acquisitions in pharma have been soaring and drugmakers need funds to develop new treatments. CEO Vas Narasimhan has been working to prune and reshape Novartis since taking over in 2018.

Novartis will use the money according to its capital priorities, spokesman Richard Jarvis said Thursday. In order, those are investing in the existing business, adding to the dividend, acquisitions and share buybacks.

The deal will let Roche’s founding Hoffmann-La Roche family consolidate control at a price that represents a 13% discount to the last close for the company’s voting shares. 

The price for the transaction is 356.93 francs ($391) for each voting share. Novartis rose as much as 2.2% Thursday in Zurich. Roche voting shares gained as much as 2.5% to 421.80 francs.

Graph

“The deal is positive for Roche and lifts the possible overhang from the risk of pursuing larger acquisitions,” Peter Welford, an analyst at Jefferies, wrote in a note titled “Ending the Marriage.” It also simplifies Novartis’s structure and will inevitably spark a debate about which biotechs it may now target for acquisitions, he said.

In September, Novartis approached Roche about selling the stake, spokesmen at both companies said. For Novartis, the deal was attractive because Roche was willing to buy back the whole stake in a single transaction, allowing a clean exit, spokesman Jarvis said. The drugmaker views it as shedding a non-strategic asset, he added. 

Novartis owns 33% of Roche’s voting shares, and Novartis has made a 10% annual gain on them over the past two decades. The gap between Roche bearer shares reached a 10-year high against non-voting shares in September.

Roche plans to cancel the shares. The company has a dual-class shareholding structure, with voting and non-voting shares. The founding Hoffmann-La Roche family will see their portion of the voting stock rise from just over half to about 67.5%. The percentage held by the public will increase from 16.6% to 24.9%.

Family members won’t participate in the purchase, and Roche said they didn’t take part in decision-making or vote on the deal.

Last week, Narasimhan announced he’s exploring options for Novartis’s generic-drugs unit Sandoz, which has suffered from eroding prices and tough competition. 

Both companies are based in Basel, Switzerland.