Date: 2015-10-14
Type of information: Company acquisition
Acquired company: R-Tech Ueno (Japan)
Acquiring company: Sucampo Pharmaceuticals (USA - MD)
Amount: ¥33 billion ($278 million)
Terms: * On October 14, 2015, Sucampo Pharmaceuticals announced the results of its tender offer in Japan by Sucampo's Japanese subsidiary to purchase up to 56% of the outstanding shares of common stock of R-Tech Ueno for JPY 1,900 per share. The tender offer agent has advised Sucampo that, as of the expiration of the tender offer at 3:30 p.m. Japanese Standard Time on October 13, 2015 , a total of 10,262,903 shares and 318,400 stock acquisition rights of R-Tech Ueno common stock had been validly tendered and not withdrawn, representing approximately 54% of R-Tech Ueno's outstanding shares. All shares that were validly tendered and not withdrawn during the initial offering period have been accepted for payment and funds are expected to be distributed starting on October 20, 2015 . As previously announced, Sucampo has entered into agreement with R-Tech Ueno's founders and a related entity to acquire an additional 44% of R-Tech Ueno shares for JPY 1,400 per share. The closing of this share purchase is conditioned on the settlement of the tender offer. Sucampo expects to complete this share purchase on October 20 , 2015. At that point, Sucampo will control approximately 98% of R-Tech Ueno shares. Following closing of the share purchase agreement with the founders, Sucampo intends to acquire all remaining outstanding shares of R-Tech Ueno through a squeeze-out process under Japanese law. Sucampo continues to expect to close the acquisition in the fourth quarter of 2015. * On August 26, 2015, Sucampo Pharmaceuticals announced the launch of an all-cash tender offer in Japan by Sucampo\'s Japanese subsidiary and the execution of a separate share purchase agreement with certain shareholders of R-Tech Ueno to acquire all outstanding shares of R-Tech Ueno for a total consideration of ¥33 billion , or approximately $278 million , inclusive of approximately $54 million in cash and 2.5 million Sucampo shares (5.5% of shares outstanding), held by R-Tech Ueno . The purchase price reflects a 16% premium over R-Tech Ueno\'s one-month volume weighted average price and a 16% premium over R-Tech Ueno\'s three-month volume weighted average price. In the tender offer, which has been unanimously approved by the Board of Directors of both companies, Sucampo\'s Japanese subsidiary Sucampo Pharma, LLC will offer ¥1,900 per share in cash for the shares of R-Tech Ueno . The tender offer will be conducted in Japan under a tender offer registration statement filed with the Kanto Local Finance Bureau in accordance with applicable Japanese law. Sucampo is expecting to acquire 56% of the outstanding shares of R-Tech Ueno in the tender offer. Separately, Sucampo has entered into agreement with R-Tech Ueno\'s founders and a related entity to acquire the remaining 44% of R-Tech Ueno shares for ¥1,400 per share; the closing of this share purchase is conditioned on the closing of the tender offer. The tender offer period is expected to end on October 13, 2015 , assuming the tender offer achieves the minimum acceptance threshold, regulatory approvals and other customary conditions, subject to our right to extend the offer. Following completion of the tender offer and the closing of the share purchase agreement with the founders, Sucampo will acquire all remaining outstanding shares of R-Tech Ueno not acquired through the tender offer through a squeeze-out process. The squeeze out process may take up to 13 weeks to complete. Sucampo expects to close the acquisition in the fourth quarter of 2015. Sucampo intends to finance the acquisition of R-Tech Ueno through a term loan of $250 million committed by Jefferies Finance LLC as well as cash on hand. Jefferies Finance LLC is acting as sole lead bookrunner and sole lead arranger of the financing. Assuming a successful completion of the acquisition, for full year 2016, excluding amortization and debt costs related to the proposed transaction, Sucampo expects to achieve net income of $55 million to $60 million , earnings per share of $1.20 to $1.30 , and adjusted EBITDA of $95 million to $100 million . In addition, Sucampo expects to achieve pre-tax operational synergies of approximately $5 million on an annualized basis in 2016. Sucampo does not expect the acquisition to have a material impact on 2015 results given the expected timing of transaction close.
Moelis & Company LLC served as Sucampo\'s exclusive financial advisor; Cooley LLP served as U.S. legal advisor; Mori, Hamada & Matsumoto served as Japanese legal advisor; and PricewaterhouseCoopers served as tax and diligence advisor to Sucampo. Nomura Securities International, Inc. , is acting as tender offer agent.
Details: R-Tech Ueno is a Japanese pharmaceutical company that manufactures Amitiza® (lubiprostone) for Sucampo and Sucampo\'s commercialization partners, Takeda Pharmaceuticals , Mylan and Harbin Gloria Pharmaceuticals . R-Tech Ueno also receives revenue from sales of Rescula® (unoprostone isopropyl) in Japan. In addition, the company has a diverse pipeline of drug candidates in various stages of development in gastroenterology, ophthalmology, autoimmune and inflammatory diseases, and oncology. This operation expands Sucampo\'s pipeline for development or outlicensing, through acquisition of several assets in major therapeutic areas (gastroenterology, ophthalmology, autoimmune and inflammation, and oncology).
Amitiza® (lubiprostone) is a locally acting chloride channel activator, indicated in the U.S. for the treatment of chronic idiopathic constipationin adults and opiod-induced constipation in adults with chronic, non-cancer pain (24 mcg twice daily). The effectiveness in patients with OIC taking diphenylheptane opioids (e.g., methadone) has not been established. Amitiza® is also indicated in the U.S. for irritable bowel syndrome with constipation (8 mcg twice daily) in women 18 years of age and older in the U.S. In Japan , Amitiza® (24 mcg twice daily) is indicated for the treatment of chronic constipation (excluding constipation caused by organic diseases). In the U.K., Amitiza®(24 mcg twice daily) is indicated for the treatment of CIC and associated symptoms in adults, when response to diet and other non-pharmacological measures are inappropriate. In Switzerland , Amitiza® (24 mcg twice daily) is indicated for the treatment of CIC in adults and for the treatment of OIC and associated signs and symptoms such as stool consistency, straining, constipation severity, abdominal discomfort, and abdominal bloating in adults with chronic, non-cancer pain. The efficacy of Amitiza® for the treatment of OIC in patients taking opioids of the diphenylheptane class, such as methadone, has not been established.
Related: Gastrointestinal diseases Immunological diseases Ophtalmological diseases Cancer - Oncology
