Abbott, J&J, Sanofi Said to Show Bausch & Lomb Interest

Abbott Laboratories (ABT), Johnson & Johnson (JNJ) and Sanofi have shown interest in Bausch & Lomb Inc., the eye-care company Warburg Pincus LLC is seeking to sell, said people with knowledge of the matter.

Warburg, working with Goldman Sachs Group Inc., is giving interested parties access to its financial data and seeking first-round bids by month’s end, said the people, who asked not to be named because the process is private. Warburg is seeking at least $10 billion for the business, these people said. Goldman Sachs contacted some prospective bidders right before Christmas with information about Bausch & Lomb, said one of the people.

A sale at $10 billion, including debt, would give New York- based Warburg more than a 200 percent gain on its $1.7 billion equity investment in Bausch & Lomb, whose products include contact lenses and eye-care solution, a person familiar with the matter said. That type of windfall may help Warburg win over investors as Co-Presidents Joseph Landy and Charles Kaye seek participants for a new investment fund with a $12 billion target.

Abbott, which officially spun out its drug business earlier this month, has retained Morgan Stanley as a financial adviser to consider a purchase of Bausch & Lomb, said two of the people. French pharmaceutical company Sanofi is working with Evercore Partners Inc. (EVR) on a possible bid, said another person.

Representatives at Bausch & Lomb, Warburg, Goldman Sachs, Abbott, Sanofi (SAN), Johnson & Johnson, Evercore and Morgan Stanley declined to comment on the process.

Other Suitors?

Other parties considering bids and receiving confidential financial information on Bausch & Lomb include Merck & Co. and Pfizer Inc. (PFE), said three of the people. Representatives at Merck and Pfizer declined to comment.

Warburg took Bausch & Lomb private in 2007 in a deal valued at $4.6 billion, including debt. Since the buyout, Bausch & Lomb’s earnings before interest, taxes, depreciation, and amortization have risen from about $400 million to just under $700 million, said three of the people. The company is seeking to sell for 12 to 13 times projected 2013 earnings of about $800 million, said two of the people.

Warburg had earlier weighed an initial public offering, and would consider that again if first-round bids don’t meet expectations, people familiar with the matter said. Some of the companies, including Sanofi, are less interested in parts of Bausch & Lomb, such as its cataract surgical unit and might resist buying the whole company, said one of the people.

Business Breakdown

Bausch & Lomb has three different businesses: pharmaceuticals, vision care and surgical, according to documents provided by the company last month. Pharmaceuticals and vision each account for about 40 percent of sales, with the rest going to surgical. About 40 percent of its sales come from North America, 33 percent from Europe and the rest from Asia or Latin America.

Warburg expects that large companies such as Abbott would be willing to buy the whole company and swallow the smaller parts it isn’t interested in or sell those off later, said one person.

Warburg plans to sell Bausch & Lomb intact because a breakup could potentially increase its tax burden, two people said. Splitting the assets would force the eye-care company to pay capital gains tax on the profits for each unit, with Warburg and other investors facing taxes on whatever earnings they pocket as dividends, according to Carl L. Reisner, a mergers and acquisitions lawyer at Paul Weiss Rifkind Wharton & Garrison LLP.

By contrast, in a straight cash sale of the entire company, just Warburg and the current owners would owe taxes, said Reisner, whose firm isn’t involved in the sale process.

Were Bausch & Lomb to fetch $10 billion, it would be the third-biggest sale ever by a private-equity-controlled company, according to researcher Preqin Ltd. The two largest are Alltel Corp.’s $28.1 billion sale in 2009 and Intelsat Ltd.’s $16.6 billion sale in 2008.

To contact the reporters on this story: Jeffrey McCracken in New York at jmccracken3@bloomberg.net; David Carey in New York at dcarey13@bloomberg.net; Shannon Pettypiece in New York at spettypiece@bloomberg.net

To contact the editors responsible for this story: Jeffrey McCracken at jmccracken3@bloomberg.net; Christian Baumgaertel at cbaumgaertel@bloomberg.net; Reg Gale at rgale5@bloomberg.net

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