Merck has entered into a definitive agreement to sell its Consumer Care business to Bayer AG for $14.2 billion. Bayer AG will acquire Merck’s existing OTC business, including the global trademark and prescription rights for Claritin and Afrin. The deal is expected to close in 2H14, subject to customary closing conditions.
 
The companies also entered clinical development collaboration to market and develop a portfolio of soluble guanylate cyclase (sGC) modulators, including Bayer’s Adempas (riociguat), which is approved to treat pulmonary arterial hypertension (PAH) and patients with chronic thromboembolic pulmonary hypertension (CTEPH). Adempas is currently marketed in the U.S., Europe and Japan. The companies will share costs and profits from the collaboration and implement a joint development and commercialization strategy.
 
The collaboration also includes development of vericiguat (BAY102), which is currently in Phase II trials for worsening heart failure, as well as opt-in rights for other early-stage sGC compounds in development at Bayer. In turn, Merck will make available its early-stage sGC compounds under similar terms. Bayer will receive $1 billion up-front with the potential for additional success-based milestone payments.
 
“The sale of our consumer care business is part of our efforts to ensure that assets within our portfolio align with our core strategy, have industry-leading potential and generate long-term shareholder value,” said Kenneth C. Frazier, chairman and chief executive officer, Merck. “By unlocking value in Merck Consumer Care, we’re able to further our goal of being the premier research-intensive biopharmaceutical company through targeted investments that strengthen our product portfolio and enhance our pipeline.”
 
“Merck Consumer Care is a strong business with a portfolio of well-established product brands, such as Claritin, Afrin and Coppertone, that are leaders in their respective categories,” said Dr. Marijn Dekkers, Bayer AG chairman of the board of management. “The combination of Merck Consumer Care’s complementary portfolio of products and geographic reach with Bayer’s will create a global consumer care business better positioned to serve consumers around the world. We look forward to having the talents of the Merck team, with their track record of innovation, joining our strong Consumer Care team at Bayer HealthCare.”