Date: 2012-03-21
Type of information: Company acquisition
Acquired company: Altacor (UK)
Acquiring company: NicOx (France)
Amount: £2 million (approximately €2.4 million) and £9 million (approximately €10.8 million) to be paid in NicOx shares, cash or a combination of cash and shares at NicOx’s discretion.
Terms: NicOx has entered into an agreement to acquire 11.8% of the shares of Altacor, a privately-held ophthalmology company based in the United Kingdom, and entered into an exclusive option agreement to acquire the remaining shares of Altacor, marking the first step in its strategic plan to become a latestage development and commercial ophthalmology company.
Altacor’s primary focus has been to build a specialty pharmaceutical company and has products, pipeline and relationships in place to advance this significantly with NicOx. Altacor markets prescription and over-the-counter (OTC) products for the treatment of dry eye in the United Kingdom and Ireland and has a diversified late-stage pipeline including ALT-005, a surgical antiseptic, and SOLO, a device for the insertion of IntraOcular Lenses (IOLs).
Under the terms of the agreement, NicOx is investing £2 million (approximately €2.4 million) in cash to acquire an initial 11.8% stake in Altacor. In addition, NicOx has been granted an exclusive call option to acquire the remaining shares of Altacor for an additional consideration of £9 million (approximately €10.8 million) to be paid in NicOx shares, cash or a combination of cash and shares at NicOx’s discretion. This option may be exercised by NicOx up until May 31, 2012.
If agreed milestones are met, the consideration will be increased by up to £8.5 million.
* On June 1, 2012, Altacor has announced that the exclusive option granted to NicOx to acquire its remaining shares has now expired. NicOX will continue to hold its shares on the same basis as the other shareholders of the company. Altacor will maintain its core strategy of building a European ophthalmic specialty pharmaceutical company based on growing product sales and a fast to market portfolio of development products. Nicox will remain a significant shareholder and potential partner and the Board and management team at Altacor expect to maintain a dialogue with the team at Nicox and other potential partners to deliver the best value for shareholders in the medium to long term.
NicOx 's Board of directors has unanimously decided not to exercise NicOx's option to acquire the remaining 88.2% of equity of Altacor. NicOx’s Board deemed that it was not in the best interest of NicOx and its shareholders to acquire the remaining 88.2% of equity of Altacor at this stage.
Michele Garufi, Chairman and Chief Executive Officer of NicOx, commented: “As a key shareholder, we remain interested in Altacor and we will continue to follow their evolution with interest. At the same time, we are very committed to pursuing our negotiations to in-licence or acquire businesses and products that will enable us to build a commercial presence in the main European markets and in the US. We will update the market as soon as any of the ongoing negotiations are finalized.”
Details: This acquisition is the first step in NicOx’s strategy to create an international late-stage development and commercial ophthalmology company based around therapeutics, diagnostics and devices. NicOx has been assessing a number of opportunities to build on its cash position in order to create long-term value for its shareholders. The ophthalmology market is experiencing significant growth and the Company believes this therapeutic area offers potential to create a mid-sized international specialist pharmaceutical company. The global ophthalmic market was valued at $16.2 billion in 2010 and is expected to reach $21.1 billion by 2016, growing at an average rate of 4.5% per annum. NicOx has already gained significant expertise in ophthalmology through its collaborations with Bausch + Lomb, Pfizer, and a network of leading advisors and key opinion leaders (KOLs). The company has also recently received positive from the phase 2b study conducted with BOL-303259-X by Bausch + Lomb in patients with open-angle glaucoma or ocular hypertension (See http://biopharmanalyses.fr/clinical-trails/?pageid=592).
NicOx’s goal is now to build a diversified late-stage ophthalmology portfolio with a clear route to commercialization. The Company is currently evaluating a number of additional ophthalmic acquisition and in-licensing opportunities, including therapeutics, diagnostics and devices, both
in the United States and in Europe.
If NicOx decides to exercise its option to acquire all of the shares of Altacor, the acquisition would bring an experienced commercial management team and a marketing platform supporting sales in the UK and Ireland as a first step from which to build a presence in other EU countries. Altacor also offers a near-term pipeline and key partnerships with leading specialist companies. The most advanced assets and the key drivers identified for the future growth of Altacor’s revenues are ALT-005, a surgical antiseptic for ocular infection, and SOLO, a device for the insertion of IOLs.
ALT-005 is being developed by Altacor as a surgical pre-operative antiseptic solution specifically for ophthalmic use. The potential market for this product is correlated with the large number of ocular surgeries performed worldwide. For instance, it is estimated that there will be more than 16 million cataract surgeries globally in 2012 and more than 1.8 million intravitreal injections were reported in the United States for the 12-month period ending October 2011.
A phase 3 study was recently initiated in the United States with ALT-005, with the second phase 3 study being planned later this year. Altacor plans to file an application for approval of ALT-005
in selected EU countries and in the United States, where ALT-005 is partnered with a U.S. specialty company.
SOLO is a device for the insertion of advanced materials IntraOcular Lenses (IOLs) licensed exclusively by Altacor from Ophthalmopharma in July 2011. Worldwide IOL sales were expected to reach $2.35 billion in 2011. STAAR Surgical (STAAR), a U.S. company specializing in lenses for ophthalmic surgery, was recently granted non-exclusive worldwiderights for the commercialisation of SOLO. STAAR currently expects to apply for a CE mark later this year in Europe. A U.S. filing is also planned at a later stage.
Related: Ophtalmology
