(Reuters) - Bristol-Myers Squibb Co (N:BMY) received an offer from Japanese healthcare firm Taisho Pharmaceutical Holdings Co Ltd (T:4581) 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 (DE:DBKGn) 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.