Date: 2011-11-02
Type of information: Company acquisition
Acquired company: Anadys Pharmaceuticals (USA)
Acquiring company: Roche (Switzerland)
Amount: $ 230 million (€ 167,47 million)
Terms: Roche and Anadys Pharmaceuticals, Inc. have entered into a definitive merger agreement for Roche to fully acquire Anadys at a price of $ 3.70 per share in an all-cash transaction. This corresponds to a total cash consideration of approximately $ 230 million. Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all of the outstanding shares of Anadys’ common stock at a price of $ 3.70 per share in cash. This price represents a 256% premium to the closing price on 14 October 2011. The closing of the tender offer will be subject to the tender of a number of shares that, together with the shares owned by Roche, represent a majority of the total number of outstanding shares (assuming the exercise of all vested and unvested options and warrants having an exercise price per share less than the tender offer price) and other customary conditions. In addition, the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The closing of the tender offer is expected to take place still in 2011. Following completion of the tender offer, Roche will acquire all remaining shares through a second step merger. Directors and officers beneficially owning approximately 7.9% of the shares have agreed to tender their shares and otherwise support the transaction.
Details: The acquisition will strenghten Roche’ HCV portfolio. Anadys develops oral, small molecule therapeutics for the potential treatment of HCV infection. Its most advanced drug candidate, Setrobuvir (ANA598), is a direct-acting antiviral compound. This non-nucleoside polymerase inhibitor is currently being evaluated by Anadys in a phase II study in combination with Roche’s pegylated interferon (Pegasys®) and ribavirin (Copegus®). Roche plans to explore its use in combination with other direct acting antivirals already within its portfolio, with and without interferon. In addition to its lead programme with ANA598, Anadys is developing ANA773, an oral, small-molecule inducer of innate immunity in Phase I trials that may prove useful for treating HCV as well as other chronic infections and cancer.
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