Date: 2016-09-12
Type of information: Company acquisition
Acquired company: Raptor Pharmaceutical (USA - CA)
Acquiring company: Horizon Pharma (Ireland)
Amount: $800 million (€711.6 million)
Terms: * On September 12, 2016, Horizon Pharma and Raptor Pharmaceutical announced the companies have entered into a definitive agreement under which Horizon Pharma will acquire all of the issued and outstanding shares of Raptor Pharmaceutical common stock for $9.00 per share in cash, for an implied fully diluted equity value of approximately $800 million . The transaction is expected to close in the fourth quarter of 2016.
The acquisition is structured as an all cash tender offer for all the issued and outstanding shares of Raptor common stock at a price of $9.00 per share followed by a merger in which each remaining untendered share of Raptor common stock would be converted into the $9.00 per share cash consideration paid in the tender offer. The transaction, which has been unanimously approved by the boards of directors of both companies, is subject to the satisfaction of customary closing conditions and regulatory approvals, including antitrust approval in the United States .
Horizon Pharma intends to finance the transaction through $675 million of external debt along with cash on hand. The company has put in place fully committed financing with BofA Merrill Lynch, JPMorgan Chase Bank, N.A ., Jefferies Finance LLC , and Cowen Structured Holdings , an affiliate of Cowen and Co. LLC . As of June 30, 2016 , the company had $424.5 million of cash and cash equivalents on its balance sheet.
MTS Health Partners L.P. and Citigroup Global Markets Inc. are co-lead financial advisors to Horizon Pharma in the transaction. BofA Merrill Lynch, J.P. Morgan, Jefferies LLC and Cowen and Company, LLC are financial advisors to Horizon Pharma in the transaction. Horizon Pharma's legal advisors are Cooley LLP and McCann FitzGerald .
Centerview Partners LLC and Leerink Partners LLC are financial advisors to Raptor Pharmaceutical Corp. in the transaction. Raptor Pharmaceutical Corp.'s legal advisor is Latham & Watkins LLP .
Details: The proposed acquisition strengthens Horizon Pharma's focus on rare diseases and provides expansion into Europe and other international markets. Horizon Pharma's pipeline will now include Procysbi® delayed-release capsules and Quinsair™ (aerosolized form of levofloxacin) global rights, with Procysbi® having strong patent protection through 2034.
Procysbi® is the first cystine-depleting agent given every 12 hours that is approved in the United States for the treatment of nephropathic cystinosis, a rare metabolic disorder, in adults and children 2 years of age and older. Procysbi® received European Commission approval as an orphan medicinal product in September 2013 for the treatment of proven nephropathic cystinosis. According to estimates, nephropathic cystinosis prevalence is as high as 1 in 100,000 live births. There are believed to be approximately 550 nephropathic cystinosis patients in the United States and 2,000 worldwide.
Quinsair™ is a proprietary inhaled formulation of levofloxacin, approved in the European Union and Canada for the management of chronic pulmonary infections due to Pseudomonas aeruginosa in adult patients with cystic fibrosis. The drug is not approved in the United States .
Raptor's previously disclosed total net sales guidance for full-year 2016 is $125 million to $135 million , which includes both Procysbi® and Quinsair™.
Related: Rare diseases
