Date: 0000-00-00
Type of information: Company acquisition
Acquired company: Vtesse (USA - MD)
Acquiring company: Sucampo Pharmaceuticals (USA - MA)
Amount: $200 million
Terms:
- • On April 3, 2017, Sucampo Pharmaceuticals and Vtesse announced that Sucampo has acquired Vtesse for upfront consideration of $200 million. Sucampo funded the acquisition through the issuance of 2,782,678 shares of Sucampo Class A common stock and $170 million of cash on hand; no external financing was utilized.
- Sucampo has acquired Vtesse for an upfront consideration of $200 million, and has agreed to pay Vtesse shareholders contingent consideration based on mid-single digit to double-digit royalties on global net sales of the product based on increasing net sales levels, and a share of net proceeds that may be generated from the monetization of the pediatric review voucher, which is expected to be granted in connection with the approval of the product in the U.S. The upfront payment was made in the form of issuance of 2,782,678 Sucampo Class A common shares to the Vtesse shareholders and the payment of $170 million (subject to a working capital adjustment) in cash on hand. No external financing was required for this acquisition. The Vtesse shareholders have agreed to a three-month lock-up of the common shares that were issued, and Sucampo has agreed to register the common shares for resale after the lock-up expires.
- Vtesse employees are expected to join Sucampo to continue the important mission they have embarked upon at Vtesse of bringing an Niemann-Pick Disease Type C (NPC) therapy to market. Additionally, Vtesse and Sucampo intend to establish a foundation after the closing of the acquisition to support research related to NPC disease. The establishment of this foundation is a testament to the high level of commitment the Vtesse and Sucampo teams have to scientific advancement regarding NPC. Subject to finalizing the terms of the foundation, Vtesse’s equity holders have set aside a portion of the transaction proceeds to contribute to the foundation, and Sucampo intends to match the Vtesse shareholder contribution from its corporate funds.
- Jefferies LLC served as financial advisor to Sucampo and Leerink Partners served as financial advisor to Vtesse; Cooley LLP served as legal advisor to Sucampo, and Wilmer Cutler Pickering Hale and Dorr LLP served as legal advisor to Vtesse.
Details:
- This acquisition provides Sucampo with VTS-270, which is in a pivotal study for the treatment of Niemann-Pick Disease Type C1 (NPC-1). The trial is fully-enrolled global, with results expected in mid-2018.
- VTS-270 is a well-characterized mixture of 2-hydroxypropyl-?-cyclodextrins (HP?CD) with a specific compositional fingerprint that distinguishes it from other HP?CD mixtures. It is administered by an intrathecal infusion to directly address the neurological manifestations of disease. Preclinical and early clinical studies suggest that the administration of VTS-270 may slow or stop certain indicators of NPC-1, an ultra-orphan, progressive and fatal disease caused by a defect in lipid transport within the cell. VTS-270 has been granted breakthrough therapy designation in the U.S. and orphan designation in both the U.S. and EU.
Related: Rare diseases - Genetic diseases
Is general: Yes
