Bausch + Lomb secures $3.4 billion deal to acquire XIIDRA from Novartis, boosting dry eye treatment options

Company

Novartis Pharma AG

Law Firm / Organization
Covington & Burling LLP

Company

Novartis Finance Corporation

Law Firm / Organization
Covington & Burling LLP

Company

Bausch + Lomb Ireland Limited

Law Firm / Organization
Osler, Hoskin & Harcourt LLP
Law Firm / Organization
Wachtell, Lipton, Rosen & Katz
Law Firm / Organization
Davis Polk & Wardwell LLP

Company

Bausch + Lomb Corporation

Law Firm / Organization
Osler, Hoskin & Harcourt LLP
Law Firm / Organization
Wachtell, Lipton, Rosen & Katz
Law Firm / Organization
Davis Polk & Wardwell LLP

On June 30, 2023, Bausch + Lomb Corporation, a global leader in eye health, announced its acquisition of XIIDRA® from Novartis, involving a transaction valued at up to $3.4 billion (US$2.5 billion). This acquisition aligns with Bausch + Lomb's strategy to expand its presence in ocular surface diseases, particularly dry eye disease (DED), which is increasingly prevalent in the U.S. The deal includes an upfront payment of $2.4 billion (US$1.75 billion) and potential milestone payments of up to $1.03 billion (US$750 million).

XIIDRA, a non-steroid eye drop for DED, generated approximately $665 million (US$487 million) in sales in 2022 and is protected by patents until 2033. This acquisition complements Bausch + Lomb's existing DED treatments, including MIEBO™, and addresses the varying root causes of the disease. The transaction also includes the acquisition of libvatrep, a compound for chronic ocular surface pain, and AcuStream™ technology, enhancing precise medication delivery.

The deal was financed through fully committed funds from J.P. Morgan and new debt arrangements. It is expected to close by the end of 2023 and aims to be immediately earnings-accretive. Bausch + Lomb plans to return to its previous leverage levels within about 24 months following the closure.

J.P. Morgan acted as the financial advisor, while Wachtell, Lipton, Rosen & Katz, Davis Polk & Wardwell, and Osler provided legal counsel regarding the transaction and financing. The acquisition awaits regulatory approval and other standard closing conditions.

Merger & Acquisition
Healthcare
$ 3,415,000,000
Closed
29 September 2023