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Mergers and Acquisitions

Date: 2012-04-23

Type of information: Company acquisition

Acquired company: Ardea Biosciences (USA)

Acquiring company: AstraZeneca (UK)

Amount: $1.26 billion (€ 0.95 billion)

Terms:

AstraZeneca and Ardea Biosciences have entered into a definitive merger agreement, pursuant to which AstraZeneca will acquire Ardea, a San Diego, California-based biotechnology company focused on the development of small-molecule therapeutics. Ardea’s clinically most advanced product candidate, lesinurad (formerly known as RDEA594), is currently in Phase III development as a potential treatment for the chronic management of hyperuricaemia in patients with gout.
Under the terms of the agreement, AstraZeneca will acquire Ardea for $32 per share which represents a total cash value of approximately $1.26 billion, including existing cash. This represents a premium on the value of Ardea’s stock of 50% based on the one month volume-weighted average price (VWAP) and 54% based on the closing price on Friday, 20 April 2012.
The Boards of Directors of AstraZeneca and Ardea have unanimously approved the terms of the agreement, and Ardea’s Board has recommended that its shareholders approve the transaction. Subject to the approval of Ardea’s shareholders as well as other conditions including customary regulatory approvals, the transaction will close in the second or third quarter of 2012. Ardea shareholders representing approximately 30% of the current total shares outstanding have entered into a voting agreement with AstraZeneca to vote in favour of the transaction.

* On June 19, 2012, AstraZeneca has completed its acquisition of Ardea Biosciences. The merger was approved by Ardea’s stockholders. Upon completion of the merger, each outstanding share of Ardea common stock was cancelled and converted into the right to receive $32.00, in cash, without interest, and shares of Ardea common stock ceased trading on the NASDAQ Global Select Market.

Details:

Through this acquisition, AstraZeneca would add to its pipeline lesinurad (RDEA594) and  RDEA3170.
Lesinurad is a selective inhibitor of URAT1, a transporter in the proximal tubule cells of the kidney that regulates uric acid excretion from the bod. The product is being developed as an oral, once-daily treatment for the chronic management of hyperuricaemia in patients with gout. Lesinurad is being studied in an ongoing Phase III clinical development programme as an add-on treatment to allopurinol in patients not reaching target serum uric acid levels on allopurinol alone, as monotherapy for those patients who are intolerant to allopurinol or febuxostat and as an add-on treatment to febuxostat in patients with tophaceous gout. Filings for a New Drug Application (NDA) in the US and a Marketing Authorisation Application (MAA) in the EU are planned for the first half of 2014. AstraZeneca also plans to develop and commercialise lesinurad in China and Japan.

RDEA3170
is a next-generation selective URAT1 inhibitor currently in Phase I development.  Initial results from a Phase1 study in healthy volunteers have been presented the 2011 ACR/ARHP Annual Scientific Meeting. These results demonstrate a greater than 60 percent mean decrease in uric acid, which was sustained for 36 hours with a single 40 mg dose of RDEA3170. These results are being presented along with additional data demonstrating the potential of Ardea's next-generation gout compound, RDEA3170, to potently and selectively block the URAT1 transporter. 

BAY 86-9766 (RDEA119) is a potent and highly selective inhibitor of mitogen-activated ERK kinase (MEK) for the treatment of cancer. In April 2009, Ardea Biosciences entered into a global license agreement with Bayer HealthCare AG to develop and commercialize small-molecule mitogen-activated ERK kinase (MEK) inhibitors, including BAY 86-9766,  for all indications.
BAY 86-9766 has been evaluated in advanced cancer patients with different tumor types as a single agent in a Phase 1 study and is currently being evaluated in combination with sorafenib (Nexavar®; Bayer, Onyx Pharmaceuticals) in a Phase 1/2 study.

Related:

Cancer
Oncology
Inflammatory diseases

Is general: Yes