Date: 2015-03-30
Type of information: Company acquisition
Acquired company: Auspex Pharmaceuticals (USA - CA)
Acquiring company: Teva Pharmaceutical Industries (Israel)
Amount: $3.2 billion
Terms: * On March 30, 2015, Teva Pharmaceutical Industries and Auspex Pharmaceuticals announced that they have entered into a definitive merger agreement under which Teva will commence a tender offer for all of the outstanding shares of Auspex at $101.00 per share in cash, representing total consideration of approximately $3.2 billion in enterprise value and approximately $3.5 billion in equity value. This transaction is expected to enhance Teva's revenue and earnings growth profile and strengthen its core central nervous system (CNS) franchise with the addition of Auspex's portfolio of innovative medicines for people who live with movement disorders. The transaction has been unanimously approved by the Boards of Directors of both Teva and Auspex, and key shareholders of Auspex have entered into agreements indicating their support for the transaction.This acquisition strengthens Teva's leadership position within CNS and expands presence into underserved movement disorder markets. Teva's existing capabilities and infrastructure in CNS are expected to accelerate the potential for SD-809 and Auspex's additional pipeline assets. Under the terms of the merger agreement, an affiliate of Teva will promptly commence a tender offer to acquire all of the outstanding shares of Auspex's common stock for $101 per share in cash. Following the successful completion of the tender offer, Teva will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price as to be paid to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:01 a.m. , New York City time on the 21st business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission . The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding Auspex shares, the expiration or termination of any applicable waiting periods under applicable competition laws, and other customary conditions. Pending such closing conditions, Teva expects the transaction will close in mid-2015. Goldman, Sachs & Co. is acting as the exclusive financial advisor to Teva and Goodwin Procter LLP is serving as legal counsel to Teva. J.P. Morgan Securities LLC is acting as the exclusive financial advisor to Auspex and Cooley LLP is serving as legal counsel to Auspex.
Details: Auspex Pharmaceuticals is a late-clinical stage biopharmaceutical company dedicated to developing innovative medicines for hyperkinetic movement disorders and other rare diseases.The company is specializing in applying deuterium chemistry to known molecules to create novel therapies with improved safety and efficacy profiles. Its lead investigational product, SD-809 (deutetrabenazine), which leverages Auspex's deuterium technology platform is being developed for the potential treatment of chorea associated with Huntington's disease, tardive dyskinesia, and Tourette syndrome, with a pharmacokinetic profile that allows for lower doses resulting in a favorable safety profile. SD-809 is in final stages of development for the treatment of chorea associated with Huntington's disease, a neurodegenerative movement disorder that impacts cognition, behavior and movements. In 2014, Auspex reported positive results from its Phase 3 clinical trial for SD-809 in Huntington's disease, with plans to submit a New Drug Application (NDA) for this indication by mid-2015. SD-809 has been granted orphan drug designation for the treatment of Huntington's disease by the FDA, and Auspex expects regulatory approval and commercial launch for this indication in 2016 in the United States . Topline results for Auspex's Phase 3 ARM-TD study of SD-809 as a potential treatment for tardive dyskinesia, a disorder for which there are no approved therapies, are also expected in mid-2015. Other pipeline candidates include deuterated versions of pirfenidone for idiopathic pulmonary fibrosis and levodopa for Parkinson's disease. Auspex has an additional 60 molecules in its patent portfolio.
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