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Mergers and Acquisitions

Date: 2018-01-08

Type of information: Company acquisition

Acquired company: Ablynx (Belgium)

Acquiring company: Novo Nordisk (Denmark)

Amount: € 2.6 billion

Terms:

  • • On January 8, 2018, Ablynx  confirmed that on December 22, 2017 it received an unsolicited conditional proposal from Novo Nordisk to acquire all of the outstanding shares of Ablynx for €28.00 linked to two upcoming material events with total potential cash payments over time of up to €2.50 (or approximately $3.01) per share.
  • The Ablynx Board, with the assistance of financial and legal advisors, and taking into account the interests of all its stakeholders, unanimously concluded that the proposal fundamentally undervalues Ablynx and its strong prospects for continued growth and value creation as it implements its long-term strategic plan of becoming a fully integrated biopharmaceutical company.
  • J.P. Morgan is serving as financial advisor to Ablynx and Goodwin Procter LLP and Eubelius CVBA/SCRL are serving as legal counsel.
  • • On January 8, 2018, Novo Nordisk  has confirmed that it made a proposal on 22 December 2017 to acquire Ablynx for €28.00 per share in cash and one CVR with total potential cash payments over time of up to €2.50 per share. This proposal implies a total equity valuation of approximately €2.6 billion for Ablynx and represents a premium of up to 60% over Ablynx's share price as of 6 December 2017 of €19.12, which was the day prior to our first proposal, and up to 66% over Ablynx's 3 month VWAP of €18.39 as of 5 January 2018. Novo Nordisk has made a concerted and good faith effort to engage in discussions with Ablynx. This proposal is the second proposal that Novo Nordisk has made to Ablynx's Board of Directors and represents up to approximately a 14% increase over the first proposal. Novo Nordisk regrets that the Board of Directors of Ablynx has so far declined to engage in any discussions, despite the proposals which have been put forward. On 7 December 2017, Novo Nordisk made an initial non-binding proposal to acquire Ablynx for €26.75 per share in cash. This proposal was rejected by Ablynx's Board of Directors on 14 December 2017. Following this, Novo Nordisk has made a number of attempts to engage in a dialogue with Ablynx, which were rejected by Ablynx's Board of Directors.
  • On 22 December 2017, Novo Nordisk submitted a revised non-binding proposal to acquire Ablynx for up to €30.50 per share, including €28.00 per share in cash and one CVR with total potential cash payments over time of up to €2.50 per share. This proposal was rejected by Ablynx's Board of Directors on 23 December 2017. The Board of Directors of Ablynx has declined to engage in any discussions which would allow Novo Nordisk to better understand Ablynx management's views on Ablynx's prospects and valuation of Ablynx.
  • Following this, Lars Fruergaard Jørgensen, chief executive efficer of Novo Nordisk, spoke to Edwin Moses, chief executive officer of Ablynx on 5 January 2018 to reiterate Novo Nordisk's commitment to the transaction and to encourage Ablynx to meet with Novo Nordisk in order to have a discussion around key value drivers. Unfortunately, this offer was again refused by the Board of Directors of Ablynx.
  • At this stage, there can be no assurance that any agreement with respect to the proposed transaction will be reached between the two companies. Novo Nordisk's proposal to Ablynx's Board of Directors is subject to satisfactory completion of due diligence and the negotiation, execution and delivery of a mutually acceptable definitive transaction agreement. Novo Nordisk encourages Ablynx's Board of Directors to engage in a negotiated transaction for the benefit of all stakeholders.
  • Evercore is acting as financial advisor to Novo Nordisk and Stibbe cvba/scrl and Davis Polk & Wardwell LLP are acting as legal advisors to Novo Nordisk.

Details:

  • Novo Nordisk has conducted a deep analysis of Ablynx's business and product portfolio, based on publicly available information, including caplacizumab, ALX-0171, vobarilizumab, its other pipeline products and partnerships. Following that analysis, Novo Nordisk has concluded that combining Ablynx's caplacizumab with Novo Nordisk's strong global haematology franchise and extensive worldwide resources is a compelling opportunity and provides the clearest path to realizing full potential of Ablynx's portfolio in the best interests of all stakeholders, including patients and physicians. The proposed transaction would combine Novo Nordisk's regulatory, scientific and commercial expertise with Ablynx's strong existing medical teams to optimise the development and global commercialisation of caplacizumab.
  • Novo Nordisk has a high regard for Ablynx's other pipeline assets and the Nanobody platform. Novo Nordisk has since 2015 been undertaking a research collaboration with Ablynx on the Nanobody platform. Novo Nordisk would plan to continue to invest in the platform and support its people and activities, including the existing partnerships Ablynx has in place.

Related: Hematological diseases - Inflammatory diseases

Is general: Yes