Date: 2014-07-27
Type of information: Company acquisition
Acquired company: Clinuvel Pharmaceuticals (Australia)
Acquiring company: Retrophin (USA)
Amount:
Terms: * On July 27, 2014, Retrophin, a US pharmaceutical company focused on the development, acquisition and commercialization of drugs for the treatment of serious, catastrophic or rare diseases for which there are currently no viable options for patients, announced that on July 17, 2014 it submitted a proposal to the Board of Directors of Clinuvel Pharmaceuticals to acquire by scheme of arrangement all of the shares of Clinuvel stock that Retrophin does not own for (1) 0.175 Retrophin shares per Clinuvel share, or (2) A$2.17 per share in cash. Retrophin currently owns approximately 4.88% of Clinuvel shares. Retrophin has retained UBS Investment Bank as its financial advisor and Johnson Winter & Slattery as its legal adviser in connection with this proposal. Retrophin will finance the cash consideration from its existing cash balance and has received indicative terms for a financing from a major investment bank which will be finalized in connection with an accepted proposal from Clinuvel. We can provide you with further details of our financing should you proceed with this Indicative Offer. Since May 30, 2014, Retrophin has raised US$91 million in debt and convertible equity financings. The Implementation Agreement would also provide for Clinuvel to continue to operate its business in the ordinary course and not to undertake significant transactions without Retrophin\'s agreement. Given the significant benefits of Retrophin\'s proposal to Clinuvel\'s shareholders, we would also require the Implementation Agreement to include exclusivity arrangements and a break fee equal to 1% of the total equity value which would be payable to Retrophin in certain circumstances, including in the event any Clinuvel director withdraws their recommendation of the proposal. Retrophin\'s Board of Directors has approved the terms of this Indicative Offer. However, this letter does not represent a legally binding commitment or impose any obligations on Retrophin regarding the proposal. No such commitment or obligations shall arise unless and until Retrophin has completed satisfactory due diligence and a mutually acceptable Implementation Agreement is executed. This Indicative Offer is therefore incomplete and non-binding.
Details: Retrophin explained that the company is \"attracted to Clinuvel due to (its) belief that SCENESSE uniquely serves the unmet need of patients who suffer from Erythropoietic Protoporphyria (EPP). SCENESSE® (afamelanotide 16mg) is Clinuvel\'s proprietary first-in-class photoprotective drug. Clinuvel has submitted a marketing authorisation application (MAA) for SCENESSE® to the European Medicines Agency for erythropoietic protoporphyria (EPP). Further studies of SCENESSE® are underway as a repigmentary agent in vitiligo. The drug is a chemical analogue (linear peptide with 13 amino acids) of alpha-Melanocyte Stimulating Hormone (α-MSH), a naturally occurring peptide hormone which is released by skin cells in response to the stimulation by ultraviolet radiation (UVR). Two amino acids present in α-MSH have been changed and amplified to produce afamelanotide. This small change creates a more stable molecule with increased potent biologic effects and a longer half life (minutes). SCENESSE® increases melanin content of the skin without exposure of the skin to the damaging effects of UVR. Clinuvel has trialled, and is currently trialling, SCENESSE® in a range of light and UV related skin disorders (photodermatoses) and as a repigmentation therapy in vitiligo. It is proposed that SCENESSE® will provide prophylactic treatment to patients suffering from photodermatoses by stimulating melanin to act as a photoprotective filtering the impact of UV to the skin. In vitiligo the drug is being evaluated in combination with narrowband ultraviolet B phototherapy (NB-UVB). The drug has recently been granted the orphan drug status in the EU for treatment of familial benign chronic pemphigus (Hailey-Hailey disease).
Related:
