Date: 2014-10-06
Type of information: Company acquisition
Acquired company: Durata Therapeutics (USA - IL)
Acquiring company: Actavis (USA - NJ)
Amount: $675 million
Terms: * On October 6, 2014, Actavis, a leading global specialty pharmaceutical company, and Durata Therapeutics, an innovative pharmaceutical company focused on the development and commercialization of novel therapeutics for patients with infectious diseases and acute illnesses, announced that they have entered into a definitive merger agreement under which a subsidiary of Actavis will commence a tender offer to acquire all of the outstanding shares of Durata common stock for $23.00 per share in cash, or approximately $675 million in the aggregate, and contingent value rights (CVRs) entitling the holder to receive additional cash payments of up to $5.00 per share if certain regulatory or commercial milestones related to Durata\'s lead product Dalvance™ are achieved. Actavis expects the acquisition to be accretive by the end of the first year. Under the terms of the definitive merger agreement, it is anticipated that Actavis will promptly commence the cash tender offer to purchase all of the outstanding shares of Durata common stock for $23.00 per share in cash, plus CVRs of up to an additional $5.00 per share in the event certain developmental or commercial milestones are met. If Dalvance™ is approved in Europe for ABSSSI, holders of the CVR will receive $1.00 per share. If Dalvance™ is approved for single dose administration by the FDA, holders of the CVR will receive $1.00 per share. If a net global Dalvance™ revenue threshold is met over a designated time period, holders of the CVR will receive $3.00 per share. Under the terms of the definitive merger agreement, the completion of the tender offer is conditioned upon, among other things,satisfaction or waiver of customary terms and conditions, including a minimum tender condition requiring that the securities tendered in the tender offer represent at least one share more than 50 percent of the outstanding shares of Durata common stock on a fully-diluted basis. In addition, the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Pending approvals, Actavis anticipates closing the transaction in late 2014 or early 2015. Following the completion of the transaction, Durata Therapeutics, Inc. will merge with and become a subsidiary of Actavis and Durata\'s shares will be delisted from NASDAQ. BofA Merrill Lynch is serving as financial advisor to Durata, and Wilmer Cutler Pickering Hale and Dorr LLP is serving as Durata\'s legal advisor. Debevoise & Plimpton LLP is serving as Actavis\' legal advisor.
Details: The acquisition of Durata immediately enhances Actavis\' Infectious Disease portfolio with the addition of Dalvance™ (dalbavancin) for injection, the first and only IV antibiotic for acute bacterial skin and skin structure infections (ABSSSI) with once-a-week dosing for two weeks.The drug was approved by the FDA on May 23, 2014 and was the first drug approved as a Qualified Infectious Disease Product (QIDP). A Marketing Authorization Application (MAA) for dalbavancin is under review with the European Medicines Agency, with a decision anticipated in the first half of 2015. A single-dose regimen of Dalvance™ is also in late-stage development for ABSSSI, with a supplemental New Drug Application (sNDA) filing expected by mid-2015. Durata also has plans to continue the development of Dalvance™ for additional indications, such as hospitalized community-acquired pneumonia and pediatric osteomyelitis.
Related: Infectious diseases
