Pfizer will sell its stake in Haleon, its consumer health joint venture with GlaxoSmithKline, following a planned July 18 listing in London.
The U.S. drugmaker pledged to sell its shares in a “disciplined manner” and entered into an “orderly marketing” deal with GSK to ensure the two sellers don’t destroy shares in the newly independent company. There will be a lock-in period of several months.
Pfizer Chief Executive Albert Bourla said the joint venture “doesn’t make strategic sense” for the drugmaker, but “it’s important that we create the best consumer healthcare company in the world”.
In an interview with the Financial Times in Davos last week, he said that if Pfizer exits as a shareholder, it will be because the company is strong.
GlaxoSmithKline announced Wednesday that it has submitted Haleon’s prospectus to Britain’s Financial Conduct Authority for approval, and expects the shares to enter the high-end listing section of the London Stock Exchange on July 18.
The spin-off of the consumer health company, which owns brands including Sensodyne and Panadol, would be the largest listed company in London in a decade.
GlaxoSmithKline rejected Unilever’s £50bn bid for the unit late last year, saying it undervalued the company. Haleon expects mid-term sales to grow 4% to 6% from nearly £10bn a year.
Haleon was created from the consumer health assets of GlaxoSmithKline, Pfizer and Novartis. It will be led by Brian McNamara, who oversaw the venture when it was part of GlaxoSmithKline, and the board will be chaired by former Tesco chief executive Sir Dave Lewis.
Figures released on Wednesday showed Haleon posted a pre-tax profit of £1.6bn in 2021. Revenue for the year was £9.5 billion.
The British drugmaker owns 68% of the business, while Pfizer owns 32%. Before the spin-off, GlaxoSmithKline plans to receive more than £7 billion in dividends and Pfizer plans to receive more than £3 billion in dividends, leaving Hilong with a net debt of £10.3 billion, a figure that is planned to be reduced over time .
After the split, GlaxoSmithKline investors will own at least 54.5% of the company, and will receive a share of Haleon for every GSK share they hold. The funding mechanism aimed at filling the GSK pension gap will account for another 7.5%. GlaxoSmithKline will own up to 6% of the shares, and it will also sell shares over time to fund investments in its drug and vaccine pipeline.
Barclays analyst Iain Simpson said Haleon would benefit from independent control of its balance sheet.
“Generally speaking, if you’re a pharmaceutical company, R&D [research and development] Regulatory engagements are accountable and everyone runs around them. If you’re a consumer goods company, you’re basically in charge of branding and marketing. . . This will help Haleon become a marketing-led company,” he said.
GlaxoSmithKline also announced the consolidation of stakes in the remaining pharmaceutical businesses to ensure pre- and post-split comparability.
Ahead of the spin-off, a general meeting of shareholders will be held on July 6. GlaxoSmithKline, which will report its second-quarter results on July 27, considers Haleon to have ceased operations. Haleon will provide a trading update on the same day, but will release its full interim results in September.
Pfizer did not respond to a request for comment.
Additional reporting by Jamie Smith