Date: 2014-11-24
Type of information: Company acquisition
Acquired company: Prosensa (The Netherlands)
Acquiring company: Biomarin Pharmaceutical (USA - CA)
Amount: up to $840 million
Terms: * On January 15, 2015, BioMarin Pharmaceutical announced that it completed the initial offering period for the previously announced tender offer for all of the outstanding ordinary shares of Prosensa. As a result, BioMarin will purchase approximately 93.4% of Prosensa's outstanding shares pursuant to the initial offering period for the tender offer. BioMarin also announced that it has commenced a subsequent offering period to provide Prosensa shareholders who have not yet tendered their shares the opportunity to do so. The subsequent offering period is scheduled to expire at 6:00 p.m., New York City time, on January 29, 2015. * On December 24, 2014, BioMarin Pharmaceutical and Prosensa announced the expiration of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which occurred at 11:59 p.m. on December 23, 2014, with respect to BioMarin's pending acquisition of Prosensa. The expiration of the waiting period under the HSR Act period satisfies one of the conditions to the closing of the previously disclosed tender offer by BioMarin to purchase all of the outstanding ordinary shares of Prosensa, which remains subject to certain other closing conditions described in the tender offer statement on Schedule TO, filed by BioMarin with the Securities and Exchange Commission (the "SEC") on December 12, 2014. * On November 24, 2014, BioMarin Pharmaceutical and Prosensa announced that they have entered into adefinitive agreement in which BioMarin will offer to purchase all of the outstanding ordinary shares of Prosensa for $17.75 per share, for a total up front consideration of approximately $680 million. In addition, two approximately $80 million contingent milestones are payable for the approval of drisapersen in the U.S. no later than May 15, 2016 and Europe no later than February 15, 2017, respectively. In addition, within 5 business days of signing the purchase agreement BioMarin will purchase from Prosensa a $50 million convertible note. If the transaction fails to close for any reason, the note will automatically convert into 4,395,914 shares of Prosensa’s stock. The transaction is expected to be accounted for as a business combination. BioMarin will maintain operations at Prosensa’s headquarters, based in Leiden, The Netherlands and integrate Prosensa personnel from that office. BioMarin will effect the transaction primarily through a tender offer for all of the issued and outstanding Prosensa ordinary shares (the “Offer”) and expect to close in the first quarter of 2015. The commencement of the Offer will be subject to having obtained workers council advice, and the consummation of the Offer is subject to the satisfaction of customary closing conditions for a transaction of this nature, including the tender of at least 80% of the issued and outstanding Prosensa ordinary shares and the receipt of regulatory clearance. Following completion of the Offer, the Supervisory Board of Prosensa will consist of five individuals designated by BioMarin and two individuals who currently serve on the Supervisory Board of Prosensa, who will act as independent directors. The two independent directors will, in accordance with Dutch practice, act 3 as independent supervisory directors to protect the interest of any minority shareholders until BioMarin utilizes certain available reorganization structures available under Dutch law to acquire full ownership of Prosensa’s outstanding shares and/or its business. An Extraordinary General Meeting will be convened in connection with the Offer and to adopt, among other things, certain resolutions relating to the reorganization of Prosensa.
Details: The acquisition will provide BioMarin with worldwide rights to multiple orphan-drug candidates, including drisapersen, which is currently under rolling review as part of a New Drug Application (NDA) with the FDA. Prosensa’s pipeline is comprised of several potential products that leverage their proprietary RNA-modulating technology platform for the treatment of various genotypes of Duchenne muscular dystrophy and other genetic disorders. Prosensa develops RNA-modulating therapeutics for the treatment of genetic disorders. The primary focus is on rare neuromuscular and neurodegenerative disorders with a large unmet medical need, including Duchenne muscular dystrophy, myotonic dystrophy and Huntington’s disease. Prosensa’s lead compound for DMD, is drisapersen. Its seven follow-on programs for other DMD genotypes are currently in various stages of development from preclinical through Phase 2. In addition, the Company has preclinical products in development for Huntington’s disease and myotonic dystrophy.
BioMarin\'s product portfolio comprises five approved products and multiple clinical and pre-clinical product candidates. Approved products include: Naglazyme® (galsulfase) for mucopolysaccharidosis VI (MPS VI), a product wholly developed and commercialized by BioMarin; Aldurazyme® (laronidase) for mucopolysaccharidosis I (MPS I), a product which BioMarin developed through a 50/50 joint venture with Genzyme Corporation;Kuvan® (sapropterin dihydrochloride) Powder for Oral Solution and Tablets, for phenylketonuria (PKU), developed in partnership with Merck Seron; Firdapse® (amifampridine), which has been approved by the European Commission for the treatment of Lambert Eaton Myasthenic Syndrome (LEMS); and Vimizim® (elosulfase
alfa) for the treatment of Morquio A (MPS IVA). Product candidates include: BMN 165 (PEGylated recombinant phenylalanine ammonia lyase), also referred to as PEG PAL, which is currently in Phase 3 clinical development for the treatment of PKU; talazoparib (BMN 673), a poly ADP-ribose polymerase (PARP) inhibitor, which is currently in Phase 3 clinical development for the treatment of germline BRCA breast cancer; BMN 701, a novel fusion of acid alpha glucosidase (GAA) with a peptide derived from insulin like growth factor 2, which is currently in Phase 3 clinical development for the treatment of Pompe disease; BMN 111, a modified C-natriuretic peptide, which is currently in Phase 2 clinical development for the treatment of achondroplasia; and BMN
190, a recombinant human tripeptidyl peptidase-1 (rhTPP1), which is currently in Phase 1 for the treatment of late-infantile neuronal ceroid lipofuscinosis (CLN2), a form of Batten Disease.
Related: Rare diseases - Genetic diseases - Neuromuscular diseases
