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Mergers and Acquisitions

Date: 2013-05-23

Type of information: Pipeline acquisition

Acquired company: Targeted Therapies division of Nordion (USA)

Acquiring company: BTG plc (UK)

Amount: US$200 million (£133 million - €156.6 million)

Terms:

* On May 23, 2013, BTG plc, the specialist healthcare company, has announced that it has entered into an agreement to buy the Targeted Therapies division of Nordion for a total cash consideration of approximately US$200 million (£133 million)1 (the Targeted Therapies Acquisition). The consideration payable under the Targeted Therapies Acquisition will be funded in part out of existing cash resources, with the balance being funded by part of the net proceeds of a placing of up to 32.8 million new ordinary shares, representing up to 9.99 per cent. of BTG’s existing issued ordinary share capital, announced separately.
The Targeted Therapies Acquisition is subject to approval from BTG shareholders. BTG has received letters from Invesco Asset Management Limited and M&G Investment Management Limited indicating their intention to vote in favour of the Targeted Therapies Acquisition in respect of 134.1 million shares, representing approximately 40.9 per cent of the issued share capital of BTG, as at the date of this announcement.

Details:

Targeted Therapies is a high growth profitable business that is focused on utilising Therasphere® for targeted interventional treatment of liver cancer. Therasphere® is a product comprising radioactive glass beads which target the tumour from within the body with a high concentration of radiation, thereby limiting both damage to surrounding healthy tissue and side effects for the patient in comparison to externally delivered radiation.

Through the Targeted Therapies business, Nordion manufactures and markets Therasphere®, which is used in the treatment of both inoperable primary liver cancer (HCC), the most common form of primary liver cancer, and metastatic liver cancer. Therasphere® is approved in the U.S. by the FDA under a Humanitarian Device Exemption (HDE) as a radiation treatment for HCC. In the EU and Canada, Therasphere® is approved for the treatment of liver neoplasia, which includes both HCC and metastatic liver cancer.
The marketing of Therasphere® is carried out directly in the U.S., Canada and certain EU countries, and the Therasphere® product is sold via distributors in a number of other territories. Therasphere® is a therapy that consists of millions of small glass beads (20 to 30 micrometres in diameter, or about the width of a human hair) containing yttrium-90 (Y-90), a radioactive substance used for a number of therapeutic purposes. The product is injected by physicians into the artery of the patient's liver through a catheter, which allows the treatment to be delivered directly to the tumour via its bloodflow.
The Targeted Therapies business is currently headquartered in Ottawa, Canada, and has an international presence, with Therasphere® being used in approximately 200 sites in 15 countries around the world. It is expected that approximately 45 employees from the Targeted Therapies business will transfer to BTG with effect from completion of the Acquisition.

Related:

Cancer - Oncology

Is general: Yes