Date: 2015-08-27
Type of information: Company acquisition
Acquired company: Receptos (USA - CA)
Acquiring company: Celgene (USA _ NJ)
Amount: $7.2 billion
Terms: * On August 27, 2015, Celgene announced it has closed its acquisition of Receptos. Receptos stockholders received $232.00 per share in cash, for a total of approximately $7.2 billion , net of cash acquired. As a result of the completion of the merger, the common stock of Receptos is no longer listed for trading on the NASDAQ Global Market or any other exchange and trading ceased at the close of the markets on Thursday, August 27, 2015 . * On August 25, 2015, Celgene announced that its tender offer to purchase any and all issued and outstanding shares of common stock of Receptos, Inc. at a price of $232.00 per share, net to the seller in cash, without interest and less required withholding taxes, expired at 12:00 midnight ET , at the end of the day on Monday, August 24, 2015 . The depositary for the tender offer has advised that, as of the expiration of the offer, a total of approximately 26,177,855 shares were validly tendered and not withdrawn in the tender offer (including shares delivered through notices of guaranteed delivery), representing approximately 83% of Receptos' outstanding shares. Celgene , through a wholly-owned subsidiary, will accept for payment all shares that were validly tendered and not withdrawn prior to expiration of the offer, and payment for such shares will be made promptly, in accordance with the terms of the offer. Celgene expects to effect the merger in the coming days, with Receptos surviving as a wholly-owned subsidiary of Celgene . As a consequence of the merger, each outstanding Receptos share not tendered and purchased in the offer (other than those as to which holders properly exercise dissenters rights) will be converted into the right to receive the same $232.00 per share price, without interest and less any required withholding taxes, that was paid in the tender offer. Following the merger, Receptos' common stock will cease to be traded on the NASDAQ Global Market . * On July 28, 2015, Celgene announced that its direct wholly-owned subsidiary, Strix Corporation, has commenced its previously announced tender offer for all outstanding shares of common stock of Receptos at a price of $232.00 per share, net to the seller in cash, without interest and less required withholding taxes. The tender offer is being made in connection with the Agreement and Plan of Merger, dated July 14, 2015, by and among Celgene, Strix Corporation and Receptos, Inc. The board of directors of Receptos has unanimously determined that the offer is fair, advisable and in the best interests of Receptos and its stockholders and recommends that the stockholders of Receptos accept the offer and tender their shares. The tender offer is scheduled to expire at midnight EDT on Monday, August 24, 2015, unless extended. * On July 14, 2015, Celgene and Receptos announced the signing of a definitive agreement in which Celgene has agreed to acquire Receptos. Under the terms of the merger agreement, Celgene will pay $232.00 per share in cash, or a total of approximately $7.2 billion, net of cash acquired. Celgene will acquire all of the outstanding shares of common stock of Receptos through a tender offer, followed by a second-step merger. In the tender offer, Celgene, through a wholly-owned subsidiary, will offer to purchase all of the outstanding shares of common stock of Receptos for $232.00 per share in cash, or an aggregate of approximately $7.2 billion, net of cash acquired. The transaction has been approved by the boards of directors of both companies and is subject to customary closing conditions, including the tender of at least a majority of outstanding shares of Receptos common stock and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is anticipated to close in 2015. J.P. Morgan and Citi are acting as financial advisors to Celgene on the transaction. Centerview Partners LLC is acting as financial advisor to Receptos. Legal counsel for Celgene is Proskauer Rose LLP, and Receptos\' legal counsel is Latham & Watkins LLP.
* On August 11, 2015, Celgene announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the previously announced tender offer by its wholly-owned subsidiary, Strix Corporation, for all issued and outstanding shares of common stock of Receptos at a price of $232.00 per share, net to the seller in cash, without interest and less required withholding taxes and subsequent merger of Strix Corporation with Receptos expired at 11:59 p.m. EDT on August 10, 2015. The expiration of the HSR waiting period satisfies one of the conditions to the closing of the pending acquisition, which remains subject to other customary closing conditions. Celgene expects the transaction to close in the third quarter of 2015. The tender offer is scheduled to expire at midnight EDT on Monday, August 24, 2015, unless extended.
Details: The acquisition of Receptos significantly enhances Celgene\'s Inflammation & Immunology (I&I) portfolio, further diversifies the Company\'s revenue beginning in 2019 and beyond, and builds upon Celgene\'s growing expertise in inflammatory bowel disease (IBD). The transaction adds ozanimod, a novel, potential best-in-class, oral, once-daily, selective sphingosine 1-phosphate 1 and 5 receptor modulator (S1P) to Celgene\'s deep and diverse pipeline of potential disease-altering medicines and investigational compounds. Based on clinical studies, ozanimod demonstrated several areas of potential advantage over existing oral therapies for the treatment of ulcerative colitis (UC) and relapsing multiple sclerosis (RMS), including its cardiac, hepatotoxicity and lymphocyte recovery profile. The phase III TRUE NORTH trial in UC is currently underway with data expected in 2018. The phase III RADIANCE and SUNBEAM RMS trials are ongoing and data are expected in the first half of 2017 to support a RMS approval in 2018. Additionally, Ozanimod is positioned to potentially become the first S1P receptor modulator to be approved for IBD. Celgene has a strong scientific foundation in inflammation and immunology that covers a broad spectrum of diseases. Anchored by the successful global launch of Otezla® (apremilast) in psoriasis and psoriatic arthritis, and new opportunities for expansion as a result of the addition of the Receptos programs, Celgene\'s I&I pipeline will, upon completion of the transaction, consist of three high-potential commercialized or late-stage assets; Otezla®, GED-0301 and ozanimod. All three candidates are in phase III development and encompass four indications: Behçet\'s disease, Crohn\'s disease (CD), UC and RMS. The pipeline also includes seven molecules in phase II development in a variety of indications, including RPC4046 for eosinophilic esophagitis (EoE), and a growing number of phase I and preclinical assets. Ozanimod phase II data were presented by Receptos at the Gastroenterology Conference Digestive Disease Week (DDW) in May 2015 in Washington, D.C. The TOUCHSTONE phase II study, evaluating Ozanimod in UC, met key clinical and endoscopic endpoints for both induction and maintenance with statistical significance in patients on the 1.0 mg dose of Ozanimod in the 8-week induction and 32-week maintenance periods. The overall safety and tolerability profile of Ozanimod was consistent with the results of the phase II trial in RMS. A phase III program, TRUE NORTH, in UC has initiated enrollment and a phase II program in CD is expected to initiate by year-end. At the 2015 Annual Meeting of the American Academy of Neurology (AAN) in Washington, D.C., Receptos presented results of an Ozanimod phase II study in RMS. The study demonstrated that Ozanimod achieved the primary endpoint of reduction in MRI brain lesion activity as well as secondary endpoints measuring effects on other MRI parameters. The overall safety profile of Ozanimod was consistent with the results of prior trials and continues to demonstrate differentiation against other oral agents for the treatment of RMS. Two phase III clinical trials are underway: RADIANCE and SUNBEAM, both of which are randomized, controlled, double-blind studies designed to compare 0.5 mg and 1.0 mg of Ozanimod against interferon beta-1a (Avonex®) in patients with RMS.
Related: Autoimmune diseases Inflammatory diseases
