Mergers and Acquisitions

Date: 2016-01-22

Type of information: Company acquisition

Acquired company: Dyax (USA - MA)

Acquiring company: Shire (UK - USA)

Amount: $5.9 billion (€5.38 billion)


* On January 22, 2016, Shire announced that it has completed its acquisition of Dyax in an all-cash transaction valued at approximately $5.9 billion, comprised of $37.30 in cash per Dyax share. Dyax shareholders may receive additional value through a non-tradable contingent value right
(CVR) that will pay $4.00 in cash per Dyax share upon approval of DX-2930 for HAE, representing a potential additional $646 million in aggregate contingent consideration.
* On December 11, 2015, Dyax announced it has set a date for a special meeting of its stockholders to consider and vote on the previously announced proposed acquisition of Dyax by Shire plc and certain other related matters. The special meeting will be held on January 21, 2016 , at 1:00 p.m. Eastern Time , at the offices of Dyax , 55 Network Drive , Burlington, Massachusetts 01803. Dyax stockholders of record as of the close of business on December 11, 2015 are entitled to notice of, and to vote at, the special meeting. The proposed acquisition is subject to approval by Dyax's stockholders and certain other customary closing conditions.

* On December 2, 2015, Dyax announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to its proposed acquisition by Shire Pharmaceuticals International, an indirect wholly-owned subsidiary of Shire, was terminated by the United States Federal Trade Commission ("FTC") on December 2, 2015. Termination of the HSR Act waiting period is one of the specified conditions to which the closing of the Merger is subject. The completion of the Merger remains subject to certain other closing conditions, including adoption of the Merger Agreement by Dyax's stockholders.

* On November 2, 2015, Shire and Dyax announced that Shire will acquire Dyax for $37.30 in cash per Dyax share, for aggregate upfront consideration of approximately $5.9 billion. Dyax shareholders may receive additional value through a non-tradable contingent value right (CVR) that will pay $4.00 in cash per Dyax share upon FDA approval of DX-2930 for the prevention of type 1 and type 2 HAE, if approved prior to December 31, 2019, representing a potential additional $646 million in aggregate contingent consideration. The proposed transaction is expected to enhance Shire’s long-term top and bottom line growth profile, and is expected to be slightly dilutive to earnings in 2016 and 2017, and accretive in 2018 and beyond, assuming U.S. approval of DX-2930 in 2018. Related to the transaction, Shire anticipates that it will realize operating synergies of $50 million starting in 2017 and growing to at least $100 million in 2019 and thereafter when comparing to the Street’s consensus forecast of Dyax’s standalone future operating cost base.
Shire has secured a $5.6 billion fully underwritten term loan bank facility, which, in addition to the amount undrawn under its $2.1 billion revolving credit facility, is available to finance the transaction. The transaction is not subject to any financing contingency.
This transaction constitutes a Class 2 transaction for the purposes of the U.K. listing rules and, as such, Shire shareholder approval is not required. The transaction has been unanimously approved by the Boards of Directors of both Shire and Dyax and is expected to close in the first half of 2016. The transaction is subject to approval by Dyax shareholders and customary closing conditions and regulatory approvals.
Deutsche Bank, Evercore and Morgan Stanley are acting as financial advisers to Shire. Centerview Partners is acting as exclusive financial adviser to Dyax. Ropes & Gray‎, Davis Polk & Wardwell and Slaughter & May are acting as legal advisers to Shire and Sullivan & Cromwell are acting as legal adviser to Dyax. ‎Deutsche Bank and Morgan Stanley are also providing financing for the transaction.


Dyax is a publicly traded, Massachusetts-based biotechnology company primarily focused on the development of plasma kallikrein inhibitors for the treatment of hereditary angioedema (HAE), a debilitating and sometimes life-threatening rare genetic disease. Dyax has already successfully developed and commercialized Kalbitor® (ecallantide), which is approved for hereditary angioedema acute treatment in patients 12 years of age and older, and represented an early innovation in HAE treatment.
Dyax’s most advanced clinical program is DX-2930, a Phase 3-ready, fully humanized monoclonal antibody targeting pKal with proof-of-concept Phase 1B efficacy data. This data demonstrate a > 90% reduction in HAE attacks compared to placebo in the 300mg/400mg arms in patients with > 2 attacks in the 3 months prior to study entry. DX-2930 has received Fast Track, Breakthrough Therapy, and Orphan Drug designations by the FDA and has also received Orphan Drug status in the EU. It is expected to enter Phase 3 clinical trials by year-end 2015. If approved for the prevention of Type 1 and Type 2 HAE, DX-2930 could generate estimated annual global sales of up to $2.0 billion.

This acquisition will provide additional early-stage antibody pipeline programs for the treatment of autoimmune diseases, diabetic macular edema and thrombosis. These programs include DX-2930 for diabetic macular edema; DX-2507, an anti-FcRN for the treatment of antibody-mediated autoimmune diseases, and DX-4012, an anti-factor Xlla antibody for thrombosis. It will also add Dyax’s well-established proprietary phage display antibody generation technology to Shire’s rare diseases discovery capabilities, as well as partnering revenue associated with Dyax’s Licensing and Funded Research Portfolio (LFRP). The transaction also expands and extends Shire’s industry-leading HAE portfolio (Firazyr® and Cinryze®).


Rare diseases

Genetic diseases

Is general: Yes