• Sanofi and CD&R enter exclusive negotiations to transfer a 50% controlling stake in Opella with Sanofi to remain a significant shareholder

• With 11,000 talented and passionate people bringing iconic brands to life, Opella poised to ignite new bold development journey

• Sanofi to become a focused science-driven biopharma delivering innovative medicines and vaccines to patients

October 21, 2024 – Sanofi and CD&R announce today a plan to join forces to fuel Opella’s ambitions as a French-headquartered, global consumer healthcare champion. Sanofi and CD&R have entered exclusive negotiations for the potential sale and purchase of a 50% controlling stake in Opella. This new step in Opella’s journey paves the way for the creation of a new, standalone leader in consumer healthcare, while supporting Sanofi’s strategy and increased focus on innovative medicines and vaccines. Sanofi would remain a significant shareholder backing Opella in its future growth and path to independence. Together, CD&R and Sanofi will support Opella’s growth strategy as a pure-play, global, and fast-moving consumer healthcare company. Bpifrance is expected to participate as minority shareholder with a c.2% stake.

Headquartered in France, Opella employs over 11,000 talented and passionate people, operates in 100 countries with 13 best-in-class and strategic manufacturing sites and four science and innovation development centers. With a portfolio of iconic brands, such as Allegra, Doliprane, and Dulcolax, Opella is already the third-largest business worldwide in the over-the-counter and vitamins, minerals & supplements market (OTC & VMS), serving more than half a billion consumers worldwide. Opella operates in a fast-growing industry driven by sustainable long-term trends, such as an aging population, rising income levels, and greater health and well-being awareness.

The valuation of Opella is based on an enterprise value of c.€16.0 billion, corresponding to c.14 times 2024 estimated EBITDA. The offer from CD&R is binding and fully financed. By remaining a significant shareholder in Opella, Sanofi would retain part of the future value creation of the company. The proposed transaction is subject to finalization of definitive agreements, completion of the appropriate social processes, and subject to customary statutory approvals. Anticipated closing of the transaction would be in Q2 2025 at the earliest.

CD&R has a proven track record of partnering with corporates and management teams to support businesses’ growth and development, leveraging the firm’s global reach, deep industry expertise and broad network of operating partners and advisors. CD&R has a long history of investment in Europe and the firm’s experience building French national champions and supporting French jobs goes back more than twenty years and includes successful partnerships with, and investments in, Rexel, Spie, BUT/Conforama and Socotec.

Paul Hudson, Chief Executive Officer at Sanofi, said:

“We are proud of what Opella and its inspired people have already accomplished. We are confident that the future of Opella will be even brighter. We share the love and emotional attachment to Opella’s brands, hence our decision to remain vested in its future. We will support Opella on its path to become an independent company, grounded in talented people, a deep consumer expertise and a truly global presence with deep roots in France. Our chosen partner CD&R has demonstrated unique capabilities in the consumer space, with deep values of respect for employees, customers, communities in which they operate, and the environment. We also welcome Bpifrance as a supporter of Opella’s development journey. At the same time, Sanofi can focus even more in bringing innovative solutions for patients suffering from debilitating or life-threatening diseases such as RSV, COPD or multiple sclerosis.”

Eric Rouzier, Partner and Head of European Healthcare at CD&R, said:

 “This is an exciting opportunity for CD&R to partner with Sanofi, one of the world’s leading healthcare companies, to support Opella’s ambitious management team as it invests in innovation and growth to create a French-headquartered, global consumer healthcare champion. Opella is differentiated by the quality of its brand portfolio and its highly skilled and motivated workforce. We see significant opportunities to enhance Opella’s market leadership by leveraging our deep industry expertise, broad network of operating talents, and capital resources to position the company for accelerated growth. We look forward to supporting both its French operations, including Opella’s critical manufacturing footprint and advanced R&D capabilities, and further developing its global platform to better serve employees, consumers, and patients.”

Julie Van Ongevalle, President and Chief Executive Officer at Opella, said:

“This announcement is a major and exciting milestone in Opella's journey. Building on significant transformations, we have grown into one of the largest global players in our sector, bringing relevant innovation to more than half a billion consumers worldwide. Partnering with CD&R will allow Opella to unlock its full development potential, to further drive value creation and deploy the exceptional talent of our teams to become a leading company in the fast-moving consumer healthcare space. We are poised to continue leveraging our strong scientific roots to grow our iconic “love brands” to meet consumers’ evolving needs and make self-care as simple as it should be.”

Media Contacts

France

Julien Tahmissian

[email protected]

+ 33 7 88 35 98 90

International

Haya Herbert-Burns

[email protected]

+44 7342 031051

About Clayton, Dubilier & Rice

Founded in 1978, Clayton, Dubilier & Rice (CD&R) is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr.com and follow the firm’s activities through LinkedIn and @CDRBuilds on X/Twitter.