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Executive Summary

Ciba-Geigy AG (Basel) is acquiring Fisons plc's North American consumer products business for $140 mil., adding the Desenex and Cruex antifungals, Allerest allergy relief, Myoflex topical analgesic brands and other skin care products, including Caldecort, to Ciba Consumer Pharmaceuticals' OTC offerings. The agreement to acquire Fisons plc's North American consumer healthcare business, announced Nov. 25, includes a payment of $115 mil. for the products and $25 mil. for the purchase of accounts receivable and inventories, but no manufacturing facilities. Fisons' U.S. headquarters is Rochester, N.Y. The Fisons Consumer Health business overall had sales in 1991 of approximately $150 mil., with the North American business accounting for about half the total. Operating profits for the worldwide business were about $18 mil., with the U.S. and Canadian businesses generating about 40% of the profits. The acquisition is the latest in a long string of moves by the Swiss firm Ciba-Geigy to build a consumer products business in North America. Ciba Consumer Pharmaceuticals (headquarters Woodbridge, N.J.) was started in 1981, built around the Acutrim appetite suppressant brand. Acquisitions added to the offerings, including the Doan's backache relief brand in 1987, the fiber laxative Fiberall in 1988 and Eucalyptamint topical analgesic in late 1989. Other Ciba Consumer OTC brands include Dulcolax laxative, Nostril and Nostrilla nasal decongestant, Nupercainal hemorrhoid ointment, Privine and Otrivine nasal spray and drops, Q-vel muscle relaxant, Sunkist and Slow Fe vitamins. Ciba Consumer also markets Transderm Scop prescription scopolamine patches. Fisons plc has been seeking a buyer for its consumer products business since late April, when the British-based firm announced that it wanted to divest its consumer health and horticulture businesses to concentrate on its core pharmaceuticals and scientific equipment operations ("The Pink Sheet" May 4, T&G-1). S. G. Warburg and J. P. Morgan were named as advisors on the sale. In the deal, Ciba also gets Fisons' Americaine hemorrhoid relief products, Sinarest sinus pain relief products, Ting antifungals and the Delsym OTC cough formula. Fisons acquired the brands through a $460 mil. purchase of Pennwalt's prescription and OTC business in 1988. Fisons difficulties with its pharmaceutical business related to manufacturing problems at its Holmes Chapel, U.K. plant and subsequent management shakeups appear to have precluded any revamping efforts at the OTC business. Ciba-Geigy Corp. (Ardsley, N.Y.) said Nov. 25 that the purchase of the Fisons North American consumer business is expected to be completed in "early 1993" pending review by both U.S. and Canadian regulatory authorities. Details relating to management and organizational structure post-acquisition are not being discussed. Ciba Consumer Pharmaceuticals is headed by Peter Mayer, PhD; Fisons' consumer business is under the direction of Exec VP Richard Olson.

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