Date: 2014-11-10
Type of information: Company acquisition
Acquired company: Ambit Biosciences (USA - CA)
Acquiring company: Daiichi Sankyo (Japan)
Amount: up to $410 million (€321.4 million)
Terms: * On November 10, 2014, Daiichi Sankyo and Ambit Biosciences announced the results of Daiichi Sankyo’s tender offer to purchase all of the outstanding shares of Ambit Biosciences’ common stock for $15.00 per share plus one non-transferable contingent value right per share, which will entitle the holder thereof to a maximum payment of $4.50 upon the achievement of certain commercialization related milestones relating to quizartinib. The tender offer is being effected by Daiichi Sankyo’s subsidiary, Charge Acquisition Corp.The depositary for the tender offer has advised Daiichi Sankyo and Ambit Biosciences that, as of the expiration of the tender offer at 5:00 p.m. Eastern Time on November 10, 2014, a total of 15,674,238 shares of Ambit Biosciences common stock had been validly tendered and not withdrawn, representing approximately 85 percent of Ambit Biosciences’ outstanding shares. All shares that were validly tendered and not withdrawn during the initial offering period have been accepted for payment. The condition to the tender offer that a majority of Ambit Biosciences’ outstanding shares be validly tendered has been satisfied, and Daiichi Sankyo’s acquisition of Ambit Biosciences is now completed. * On October 14, 2014, Daiichi Sankyo Company announced that its wholly-owned U.S. subsidiary, Charge Acquisition Corp., launched a tender offer to acquire the outstanding common stock of Ambit Biosciences for $15.00 per share plus one non-transferable contingent value right per share that will entitle the holder thereof to a maximum payment of $4.50 upon the achievement of certain commercialization related milestones regarding quizartinib (hereinafter, the Tender Offer). Failing any extension to the offer period, the offer is due to expire at 5:00 P.M. U.S. Eastern Time on November 10, 2014. * On September 28, 2014, Daiichi Sankyo and Ambit Biosciences, jointly announced that they have entered into a definitive merger agreement under which Daiichi Sankyo will acquire all of the outstanding common stock of Ambit Biosciences for $15 per share in cash through a tender offer followed by a merger with a subsidiary of Daiichi Sankyo, or approximately $315 million on a fully diluted basis. In addition to the upfront cash payment, each Ambit Biosciences stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $4.50 for each share they own if certain commercialization related milestones are achieved. The total transaction is valued at up to $410 million on a fully diluted basis. Ambit Biosciences board of directors has unanimously approved the acquisition. Closing of the tender offer and merger is subject to certain conditions, including the tender of more than 50 percent of all shares of Ambit Biosciences. Completion of the transaction is also subject to clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act and customary closing conditions. The acquisition is expected to conclude promptly after receipt of HSR clearance and the close of the tender period. Centerview Partners acted as lead financial advisor to Ambit Biosciences. Leerink Partners LLC also acted as financial advisor to Ambit Biosciences. Cooley LLP acted as legal advisor to Ambit Biosciences. Simpson Thacher & Bartlett LLP acted as legal advisor to Daiichi Sankyo.
Details: Ambit Biosciences is focused on the discovery and development of medicines to treat unmet medical needs in oncology, autoimmune and inflammatory diseases by inhibiting enzymes that are important drivers for those diseases. The lead Ambit Biosciences drug candidate, quizartinib, is currently in phase 3 clinical trials among patients with acute myeloid leukemia (AML), who express a genetic mutation in FLT3 and who are refractory to or relapsed after first-line treatment with or without hematopoietic stem cell transplantation (HSCT) consolidation. AML patients with the FLT3 mutation tend to have a poorer prognosis than those whose cancers are FLT3 negative. The acquisition of Ambit Biosciences further builds Daiichi Sankyo's presence in oncology.
Related: Cancer - Oncology Autoimmune diseases Inflammatory diseases
