独Merck KGaA、研究用試薬の米 Sigma-Aldrich を170億ドルで買収

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ドイツの医薬・化学品大手Merck KGaA は9月22日、研究用試薬メーカーの米Sigma-Aldrich  を買収することで合意したと発表した。Merckにとって史上最大の買収案件となる。

買収額は170億ドル(現金)で、1株当たりの買収価格 140ドルは直前1ヶ月の終値平均に36%を上乗せしたものとなっている。

MerckはSigma-Aldrich 買収を通じ、研究開発用試薬および装置を提供するMerck Millipore部門の強化を狙う。

Merck は2010年2月に、バイオテクノロジー業界向けに診断・研究機器を供給する米 Millipore を約72億ドルの現金で買収した。

測定機器メーカーで世界最大手の米Thermo Fisher Scientific, Inc. がMilliporeに約60億ドルの買収案を提示していた。

Merckでは、年間のコスト削減などの効果は買収手続き終了後3年以内に約340百万ドルと見込んでいる。

ーーー

Sigma-Aldrich の概要は以下の通り。

Sigma® Chemical Company

The company's roots spring from 1934 in St. Louis, MO, when two brothers, Aaron Fischer and Bernard Fischlowitz, launched a small consulting firm. The two chemical engineers named their partnership Midwest Consultants - parent company of Sigma Chemical Company - and began to help St. Louis businesses produce a variety of specialty products including cosmetics, shoe dressings, and adhesives and inks for cardboard packaging. The firm incorporated in 1935 and hired Dan Broida, another chemical engineer out of Washington University in St. Louis, to manage the company's growing consulting and production businesses.

During World War II, Midwest manufactured ammunition components and made felt and paper parts for signal flares. In addition, saccharin was in high demand and short supply. To fill the need, Broida formed Sigma Chemical Company as a division of Midwest Consultants. For a year, major distributing companies bought saccharin as fast as Sigma could produce it. When the war ended, however, supplies of many raw materials again became plentiful and effectively forced Sigma out of the market.

In its search for a new direction, Sigma's turn toward research biochemicals came in the form of Lou Berger, a friend of Broida who had completed a MS degree in biochemistry at the Washington University in St. Louis School of Medicine under Nobel Laureates Carl and Gerty Cori. As a graduate student, one of Berger's tasks had been to extract adenosine triphosphate (ATP) from rabbit muscle. ATP is a major source of energy in living organisms and was used extensively in the Cori's research. The Coris and other biomedical researchers at this time were involved in studies requiring ATP in quantity. Berger suggested that Sigma produce the compound on a larger scale and taught his process to Sigma personnel. A small ad in a scientific journal brought orders and Broida expanded production. Within two years, Sigma offered eight additional ATP derivatives and raised purity levels.

Sigma entered the next decades with broad expansion into biochemicals and clinical products. In 1964, Sigma London was formed to establish a more active position in the market in Great Britain. Two more foreign subsidiaries were formed - Sigma Israel (1970) and Sigma Munich in West Germany (1974).

Aldrich Chemical Co.

Alfred R. Bader, an Austrian immigrant and chemistry graduate student at Harvard University, entertained the idea of starting a company to sell research chemicals in 1949. Acting on the premise that chemists needed a wider array of research chemicals and better service, Bader and attorney Jack Eisendrath founded Aldrich Chemical Company in Milwaukee, WI, in 1951.

Aldrich offered 1-Methyl-3-nitro-1-nitrosoguanidine (MNNG) as it first product, widely used as a methylating reagent. Other products offered in the early '50s include 3-hydroxypyridine, which later became one of Aldrich's best-selling products; ethyl diazoacetate; tetranitomethane; and ethanedithiol. From 1951 to 1954, Bader developed important collaborations through visits to chemical producers in Europe and the UK. The remainder of the 1950s was characterized by rapid growth in sales and in the number of products offered.

Aldrich's Rare Chemical Library (RCL) grew out of the collecting and salvaging of valuable research samples of retiring or deceased academic researchers and from other sources. Large-scale contributions of samples to the library have come from such noteworthy chemists as Henry Gilman, George Wittig, Robert Woodward, and Louis and Mary Fieser. RCL has led to the discovery and commercialization by others of some valuable chemical commodities, e.g., Roundup® (Monsanto Co.), based on lead compounds obtained from the RCL.

The late '50s and early '60s witnessed the growing importance of custom synthesis and bulk sales at Aldrich. Over the years, these functions evolved into Sigma-Aldrich Fine Chemicals (SAFC), currently one of four strategic business units within Sigma-Aldrich Corporation.

A significant opportunity in the 1970s came when Professor H. C. Brown of Purdue University asked Aldrich to further develop and commercialize the hydroboration technology and organoborane chemistry that he had developed and patented. This led to the establishment of Aldrich-Boranes, Inc., a wholly owned Aldrich subsidiary created to manufacture hydroboration reagents and products. Some of the first compounds manufactured by Aldrich-Boranes were borane-THF, 9-BBN, and borane-methyl sulfide.

Sigma-Aldrich Corporation

When changing trends in chemical research confirmed the synergy to be realized from their complementary product offerings (approximately 40,000 in total at the time), Aldrich Chemical Co. merged with Sigma International, Ltd. to form Sigma-Aldrich Corporation in 1975. With this marriage of broad capabilities and resources, annual double-digit growth would become the standard in the 1980s and 1990s, with significant expansion in facilities, major acquisitions and ventures into new market sectors paving the way into the 21st century.

Sigma-Aldrich's international expansion took off in the 1980s with the opening of subsidiaries in France, Belgium, Japan, Italy, Netherlands and Spain. The acquisition of Biomakor in Israel in 1986 and Fluka in 1989 in Switzerland strengthened this rapid expansion. Sigma-Aldrich continued to increase its international presence greatly during the 1990s, opening 20 offices during that decade either by acquisition or by establishing a subsidiary. In Scandinavia, Sigma-Aldrich acquired four of its dealers, which became Sigma-Aldrich Sweden, Norway, Finland and Denmark. Following the fall of the Berlin Wall, the Company took advantage of the opening of these new markets by opening subsidiaries in Poland, Czech Republic, Hungary and by acquiring a dealer in Russia. Beginning to establish a presence in the area now known as CAPLA (Canada, Asia Pacific and Latin America), Sigma-Aldrich opened offices and distribution warehouses in Australia, followed by India, South Korea, Singapore and Malaysia, as well as Canada, Mexico, Brazil and Argentina in the Americas. This was only the beginning.

From the acquisiton of Supelco in 1993 and Riedel de Haen in 1997, each increasing Sigma-Aldrich's analytical and chromatography capabilities, the Company continued its growth strategy. The year 1999 brought with it the Company's first strategic plan, with Davd Harvey now at the helm as CEO, taking over for Tom Cori. By the next year, Sigma-Aldrich hit the $1 billion in sales milestone, with 6,000 employees in 33 countries - well-known and trusted worldwide.

In 2001, Sigma-Aldrich acquired Isotec, a leader in stable isotope production whose products are used in basic research and the diagnosis of disease. That same year, the Company opened its $55 million Life Science and High Technology Center in St. Louis. In 2004, Ultrafine, a supplier of contract manufacturing services for drug development, and Tetrionics, a producer of high potency and cytotoxic active pharmaceutical ingredients, became a strategic piece of the Company's portfolio. The following year, Sigma-Aldrich underwent its second strageic plan review, announcing the formation of four customer-centric business units and a strong focus on geographic expansion, Internet sales and process improvement to propel the Company to even greater heights. Jai Nagarkatti, former president of Aldrich, then became president and CEO of Sigma-Aldrich.

Sigma-Aldrich acquired JRH Biosciences (now SAFC Biosciences), a major industrial supplier of cell culture products for the pharmaceutical and biotechnology industries, and the Proligo Group, a global supplier of key genomics research tools. Also in 2005, Sigma-Aldrich announced membership in The RNAi Consortium and joined leading institutions including MIT, Harvard, and Eli Lilly to develop and distribute genome-wide shRNA libraries globally.

Sigma-Aldrich once again increased its global reach through the acquisitions of Beijing Superior Chemicals and Instruments Co. in China, Iropharm in Ireland, and Pharmorphix Ltd. in the UK. Other strategic acquistions would soon follow: Epichem Group Ltd. to expand capabilities in materials sciences and semiconductor markets, and Molecular Medicine BioServices to provide large-scale viral manufacturing capabilities.

In 2007, Sigma-Aldrich achieved another significant milestone by exceeding $2 billion in sales, delivering record earnings and further strengthening its leadership in the markets it serves. The strategic plan was proving to be quite successful, paving the way for a renewed focus the following year through the Company's third strategic plan.

More recently, Sigma-Aldrich acquired ChemNavigator in 2009 to provide researchers with industry-leading chemical compound selection and procurement services. That same year, the Company introduced CompoZr™ Zinc Finger Technology.
 

In the decades since the 1975 merger, the Company has generated exceptional growth and continues to undergo many positive changes to drive Sigma-Aldrich into the future of science and technology. One such change has been the rise of the Internet and e-commerce, now accounting for approximately 45% of all research sales to become the Company's most powerful marketing tool. In addition, as Sigma-Aldrich continually increases its global reach, approximately 65% of sales stem from outside of the U.S.

Our future success requires more innovative products, faster technologies, and more sophisticated tools that support our customers' success. To accomplish this, our Company has new strategic initiatives that are expected to drive innovation and expand into new markets by leveraging our core scientific strengths: Analytical Chemistry, Biology, and Chemistry-Materials Science (ABCM). Our ABCM initiatives will help us expand our product offering, open new markets and enhance our position in the areas we know best.

Today, Sigma-Aldrich has a broad offering of more than 147,000 chemical products (48,000 of which the Company manufactures) and 40,000 equipment items. We supply products to customers in over 150 countries around the world through state-of-the-art distribution centers. With a committed workforce of approximately 8,000 employees in 40 countries, Sigma-Aldrich has the unrivalled scientific knowledge, unsurpassed service, and global reach to serve researchers and technologists and to ultimately improve quality of life.
 

- See more at: http://www.sigmaaldrich.com/customer-service/about-us/sigma-aldrich-history.html#sthash.dr6DDNPQ.dpuf

1934年に2人のケミカルエンジニアがMidwest Consultantsを設立し、化粧品や接着剤などを販売した。第二次大戦中にサッカリン製造のため、子会社Sigma Chemical を設立、その後バイオケミカル、医療用製品に拡大した。

別途、1949年にオーストリア移民がAldrich Chemical Companyを設立、化学品の製造販売を開始した。

1975年に両社が合併し、Sigma-Aldrichとなった。

同社は動物血清と細胞培養用培地の開発・製造を行うJRH Biosciences を買収し、その後、SAFC Biosciencesと改称した。


同社は現在、世界の140万社以上の研究開発ラボに23万以上のケミカル、バイオケミカルその他を販売している。
同社はReserach、Applied、SAFC Commercial の3つの部門を持つ。

Sigma-Aldrichの2013年度の業績は下記の通り。(百万ドル)

売上高  金額  
 Research 1,402 化学品、試薬とキットを供給
 Applied 629 高品質製品
 SAFC Commercial 673 原料・バルク、受託合成、カスタム合成
    合計 2,704 試薬・化学品 85%、試験機器 15%
営業利益 661  
純利益 491  

Sigma® Chemical Company

The company's roots spring from 1934 in St. Louis, MO, when two brothers, Aaron Fischer and Bernard Fischlowitz, launched a small consulting firm. The two chemical engineers named their partnership Midwest Consultants - parent company of Sigma Chemical Company - and began to help St. Louis businesses produce a variety of specialty products including cosmetics, shoe dressings, and adhesives and inks for cardboard packaging. The firm incorporated in 1935 and hired Dan Broida, another chemical engineer out of Washington University in St. Louis, to manage the company's growing consulting and production businesses.

During World War II, Midwest manufactured ammunition components and made felt and paper parts for signal flares. In addition, saccharin was in high demand and short supply. To fill the need, Broida formed Sigma Chemical Company as a division of Midwest Consultants. For a year, major distributing companies bought saccharin as fast as Sigma could produce it. When the war ended, however, supplies of many raw materials again became plentiful and effectively forced Sigma out of the market.

In its search for a new direction, Sigma's turn toward research biochemicals came in the form of Lou Berger, a friend of Broida who had completed a MS degree in biochemistry at the Washington University in St. Louis School of Medicine under Nobel Laureates Carl and Gerty Cori. As a graduate student, one of Berger's tasks had been to extract adenosine triphosphate (ATP) from rabbit muscle. ATP is a major source of energy in living organisms and was used extensively in the Cori's research. The Coris and other biomedical researchers at this time were involved in studies requiring ATP in quantity. Berger suggested that Sigma produce the compound on a larger scale and taught his process to Sigma personnel. A small ad in a scientific journal brought orders and Broida expanded production. Within two years, Sigma offered eight additional ATP derivatives and raised purity levels.

Sigma entered the next decades with broad expansion into biochemicals and clinical products. In 1964, Sigma London was formed to establish a more active position in the market in Great Britain. Two more foreign subsidiaries were formed - Sigma Israel (1970) and Sigma Munich in West Germany (1974).

Aldrich Chemical Co.

Alfred R. Bader, an Austrian immigrant and chemistry graduate student at Harvard University, entertained the idea of starting a company to sell research chemicals in 1949. Acting on the premise that chemists needed a wider array of research chemicals and better service, Bader and attorney Jack Eisendrath founded Aldrich Chemical Company in Milwaukee, WI, in 1951.

Aldrich offered 1-Methyl-3-nitro-1-nitrosoguanidine (MNNG) as it first product, widely used as a methylating reagent. Other products offered in the early '50s include 3-hydroxypyridine, which later became one of Aldrich's best-selling products; ethyl diazoacetate; tetranitomethane; and ethanedithiol. From 1951 to 1954, Bader developed important collaborations through visits to chemical producers in Europe and the UK. The remainder of the 1950s was characterized by rapid growth in sales and in the number of products offered.

Aldrich's Rare Chemical Library (RCL) grew out of the collecting and salvaging of valuable research samples of retiring or deceased academic researchers and from other sources. Large-scale contributions of samples to the library have come from such noteworthy chemists as Henry Gilman, George Wittig, Robert Woodward, and Louis and Mary Fieser. RCL has led to the discovery and commercialization by others of some valuable chemical commodities, e.g., Roundup® (Monsanto Co.), based on lead compounds obtained from the RCL.

The late '50s and early '60s witnessed the growing importance of custom synthesis and bulk sales at Aldrich. Over the years, these functions evolved into Sigma-Aldrich Fine Chemicals (SAFC), currently one of four strategic business units within Sigma-Aldrich Corporation.

A significant opportunity in the 1970s came when Professor H. C. Brown of Purdue University asked Aldrich to further develop and commercialize the hydroboration technology and organoborane chemistry that he had developed and patented. This led to the establishment of Aldrich-Boranes, Inc., a wholly owned Aldrich subsidiary created to manufacture hydroboration reagents and products. Some of the first compounds manufactured by Aldrich-Boranes were borane-THF, 9-BBN, and borane-methyl sulfide.

Sigma-Aldrich Corporation

When changing trends in chemical research confirmed the synergy to be realized from their complementary product offerings (approximately 40,000 in total at the time), Aldrich Chemical Co. merged with Sigma International, Ltd. to form Sigma-Aldrich Corporation in 1975. With this marriage of broad capabilities and resources, annual double-digit growth would become the standard in the 1980s and 1990s, with significant expansion in facilities, major acquisitions and ventures into new market sectors paving the way into the 21st century.

Sigma-Aldrich's international expansion took off in the 1980s with the opening of subsidiaries in France, Belgium, Japan, Italy, Netherlands and Spain. The acquisition of Biomakor in Israel in 1986 and Fluka in 1989 in Switzerland strengthened this rapid expansion. Sigma-Aldrich continued to increase its international presence greatly during the 1990s, opening 20 offices during that decade either by acquisition or by establishing a subsidiary. In Scandinavia, Sigma-Aldrich acquired four of its dealers, which became Sigma-Aldrich Sweden, Norway, Finland and Denmark. Following the fall of the Berlin Wall, the Company took advantage of the opening of these new markets by opening subsidiaries in Poland, Czech Republic, Hungary and by acquiring a dealer in Russia. Beginning to establish a presence in the area now known as CAPLA (Canada, Asia Pacific and Latin America), Sigma-Aldrich opened offices and distribution warehouses in Australia, followed by India, South Korea, Singapore and Malaysia, as well as Canada, Mexico, Brazil and Argentina in the Americas. This was only the beginning.

From the acquisiton of Supelco in 1993 and Riedel de Haen in 1997, each increasing Sigma-Aldrich's analytical and chromatography capabilities, the Company continued its growth strategy. The year 1999 brought with it the Company's first strategic plan, with Davd Harvey now at the helm as CEO, taking over for Tom Cori. By the next year, Sigma-Aldrich hit the $1 billion in sales milestone, with 6,000 employees in 33 countries - well-known and trusted worldwide.

In 2001, Sigma-Aldrich acquired Isotec, a leader in stable isotope production whose products are used in basic research and the diagnosis of disease. That same year, the Company opened its $55 million Life Science and High Technology Center in St. Louis. In 2004, Ultrafine, a supplier of contract manufacturing services for drug development, and Tetrionics, a producer of high potency and cytotoxic active pharmaceutical ingredients, became a strategic piece of the Company's portfolio. The following year, Sigma-Aldrich underwent its second strageic plan review, announcing the formation of four customer-centric business units and a strong focus on geographic expansion, Internet sales and process improvement to propel the Company to even greater heights. Jai Nagarkatti, former president of Aldrich, then became president and CEO of Sigma-Aldrich.

Sigma-Aldrich acquired JRH Biosciences (now SAFC Biosciences), a major industrial supplier of cell culture products for the pharmaceutical and biotechnology industries, and the Proligo Group, a global supplier of key genomics research tools. Also in 2005, Sigma-Aldrich announced membership in The RNAi Consortium and joined leading institutions including MIT, Harvard, and Eli Lilly to develop and distribute genome-wide shRNA libraries globally.

Sigma-Aldrich once again increased its global reach through the acquisitions of Beijing Superior Chemicals and Instruments Co. in China, Iropharm in Ireland, and Pharmorphix Ltd. in the UK. Other strategic acquistions would soon follow: Epichem Group Ltd. to expand capabilities in materials sciences and semiconductor markets, and Molecular Medicine BioServices to provide large-scale viral manufacturing capabilities.

In 2007, Sigma-Aldrich achieved another significant milestone by exceeding $2 billion in sales, delivering record earnings and further strengthening its leadership in the markets it serves. The strategic plan was proving to be quite successful, paving the way for a renewed focus the following year through the Company's third strategic plan.

More recently, Sigma-Aldrich acquired ChemNavigator in 2009 to provide researchers with industry-leading chemical compound selection and procurement services. That same year, the Company introduced CompoZr™ Zinc Finger Technology.
 

In the decades since the 1975 merger, the Company has generated exceptional growth and continues to undergo many positive changes to drive Sigma-Aldrich into the future of science and technology. One such change has been the rise of the Internet and e-commerce, now accounting for approximately 45% of all research sales to become the Company's most powerful marketing tool. In addition, as Sigma-Aldrich continually increases its global reach, approximately 65% of sales stem from outside of the U.S.

Our future success requires more innovative products, faster technologies, and more sophisticated tools that support our customers' success. To accomplish this, our Company has new strategic initiatives that are expected to drive innovation and expand into new markets by leveraging our core scientific strengths: Analytical Chemistry, Biology, and Chemistry-Materials Science (ABCM). Our ABCM initiatives will help us expand our product offering, open new markets and enhance our position in the areas we know best.

Today, Sigma-Aldrich has a broad offering of more than 147,000 chemical products (48,000 of which the Company manufactures) and 40,000 equipment items. We supply products to customers in over 150 countries around the world through state-of-the-art distribution centers. With a committed workforce of approximately 8,000 employees in 40 countries, Sigma-Aldrich has the unrivalled scientific knowledge, unsurpassed service, and global reach to serve researchers and technologists and to ultimately improve quality of life.
 

- See more at: http://www.sigmaaldrich.com/customer-service/about-us/sigma-aldrich-history.html#sthash.dr6DDNPQ.dpuf

ーーー

Merck KGaAは米国のMerck & Co.とは別会社。
米社は
1891年にMerck KGaA の一族が設立したが、第一次世界大戦で敵国企業の子会社として米国政府に接収され、1917年に独立した。接収後は両社は別会社である。

間違いを避けるため、米国
Merckは米国、カナダ以外の地域では「MSD」(Merck Sharp & Dohme)の名称を使用、逆にドイツのMerck KGaAは米国とカナダでは「EMD」(Emmanuel Merck Darmstadt)の社名を使用している。

2006/3/23 2つのMerck社

同社の2013年のセグメント別業績は下記の通り。(百万ユーロ)

  事業 Sales EBITDA
Merck Serono Biopharmaceutical 5,953.6 1,955.0
Consumer Health OTC 476.9 72.5
Performance Materials Liquid Crystals
Pigments & Cosmetics
Advanced Technologies
1,642.1 779.7
Merck Millipore Tools for the life science  2,627.5 642.8
本社・調整     -196.7
合計   10,700.1 3,253.5


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