PRINCETON, NJ, May 6, 2014: Merck today announced that it has entered into a definitive agreement to sell its Merck Consumer Care (MCC) business to Bayer AG for $14.2 billion. Under the terms of the agreement, Bayer AG will acquire Merck’s existing over-the-counter business, including the global trademark and prescription rights for Claritin and Afrin. Merck also announced a worldwide clinical development collaboration with Bayer to market and develop its portfolio of soluble guanylate cyclase modulators. In return for the broad collaboration rights, Bayer will receive a $1 billion up-front payment with the potential for additional milestone payments upon the achievement of agreed-upon sales goals. Merck expects to close this transaction in second half of 2014, subject to customary closing conditions, including regulatory approvals.
Morgan Lewis served as one of Merck’s primary legal advisers on the transaction led by Business and Finance Practice partners Alan Leeds, Randall Sunberg, who co-chairs the firm’s Life Sciences Transactions Practice, and David Glazer. Also advising on the transaction are partner and Practice Group Leader of the Antitrust Practice Scott Stempel, Antitrust partner Harry Robins, and Business and Finance partner Nils Rahlf with support from associates Benjamin Pensak, Dov Hass, Amanda Goceljak, Oren Livne, Martin d’Halluin and Michael Engel.