Bristol-Myers Squibb received an offer from Japanese healthcare firm Taisho Pharmaceutical Holdings to buy the company's French over-the-counter drugs business UPSA for $1.6 billion, the companies said on Wednesday.
Bristol-Myers said it estimates the potential deal would be approximately $0.04 dilutive to 2019 earnings.
The offer by Taisho, which has its presence in anti-inflammatory analgesic, cold and flu and hair growth segments in Japan and Southeast Asia, is structured in the form of a "put option" agreement, the companies said.
Upon exercise of the put option, Taisho would acquire UPSA as well as Bristol-Myers Squibb's assets and liabilities relating to the UPSA product portfolio, the companies said.
UPSA's portfolio covers a wide range of therapeutic areas such as pain, cough and cold, vitamins and supplements, gastrointestinal and sleep.
Deutsche Bank Securities Inc and Jefferies LLC acted as exclusive financial advisors to Bristol-Myers Squibb. Kirkland & Ellis LLP, Freshfields Bruckhaus Deringer LLP and Baker & McKenzie acted as its legal advisers.
The offer comes at a time when drugmakers are trying to survive a contraction in the Japanese drug market due to government-led price cuts and promotion of generic drugs.
Sales of the Japanese drugmaker's over-the-counter drugs in foreign markets was worth 8.8 billion yen in April-September, down 7.9 percent on year, according to its results.
Taisho could not be immediately reached for comment.
(Reporting by Rama Venkat in Bengaluru; Editing by Sunil Nair)