Date: 2016-08-26
Type of information: Company acquisition
Acquired company: Transition Therapeutics (Canada)
Acquiring company: Opko Health (USA - FL)
Amount: $60 million
Terms: * On August 26, 2016, OPKO Health,announces that at a Special Shareholder Meeting held on August 25, 2016 shareholders of Transition Therapeutics, approximately 93% of the outstanding common shares, voted to approve the previously announced agreement under which OPKO Health will acquire Transition Therapeutics . The acquisition is subject to final approval of the Ontario Superior Court Justice. The Court hearing for the final order is scheduled to take place on August 29, 2016 , and the acquisition is expected to close on September 1, 2016 . * On June 30, 2016, OPKO Health and Transition Therapeutics announced the signing of a definitive agreement under which OPKO will acquire Transition Therapeutics , a clinical stage biotechnology company.
Under the terms of the agreement approved by the Boards of Directors of both companies, Transition Therapeutics security holders will receive approximately 6.4 million shares of OPKO common stock. Based on the moving average price of OPKO common stock for the five trading days preceding the signing of the agreement, the transaction is valued at approximately $60 million , or $1.55 per share of Transition Therapeutics common stock, based on current outstanding shares. The companies expect the transaction to close during the second half of 2016, subject to approval of Transition Therapeutics stockholders and other customary conditions.
Details: Transition Therapeutics is developing novel therapeutics for CNS, metabolic diseases and androgen deficiency indications. Its wholly-owned subsidiary, Transition Therapeutics Ireland , has two development programs: CNS drug candidate ELND005 for the treatment of Alzheimer's disease and Down syndrome; and selective androgen receptor modulator drug candidate TT701. Transition's lead metabolic drug candidate is TT401 for the treatment of type 2 diabetes and accompanying obesity. TT401 is a once or twice weekly oxyntomodulin for type 2 diabetes and obesity. This GLP1-glucagon receptor dual agonist has recently completed a phase 2 study in 420 patients with type 2 diabetes. Subjects receiving the highest dose of TT401 peptide once weekly demonstrated significantly superior weight loss compared with currently approved extended release exenatide and placebo after 12 and 24 weeks of treatment. TT401 also provided a reduction in HbA1c, a marker of sugar metabolism, similar to exenatide at weeks 12 and 24. TT401 will strengthens OPKO's existing pipeline of oxyntomodulin drug candidates for the treatment of type 2 diabetes and obesity. OPKO's MOD-6031, currently in a phase 1 study, is a once weekly oxyntomodulin with a proprietary delivery system to slowly release the natural oxyntomodulin, which allows the molecule to penetrate the blood brain barrier. The potential of MOD-6031 to interact with CNS, as well as peripheral receptors, is expected to mimic the natural effect of oxyntomodulin for its effects on satiety and weight loss.
TT701 is a once daily oral selective androgen receptor modulator for patients with androgen deficiency. In a 12-week study of 350 male subjects, it resulted in significantly decreased fat mass and increased lean body mass and muscle strength without significantly changing prostate specific antigen levels. The selective and antagonistic properties of TT701 appear to be well suited to provide anabolic therapeutic benefits to specific patient populations, while potentially avoiding, or even reducing, prostate hypertrophy.
ELND005 is an orally administered small molecule that has completed phase 2 clinical studies in Alzheimer's disease and Down syndrome patients.
Related: CNS diseases Metabolic diseases Hormonal diseases
