Date: 2014-03-19
Type of information: Company acquisition
Acquired company: Vidara Therapeutics International (USA - Ireland)
Acquiring company: Horizon Pharma (USA)
Amount: $660 million (€435.5 million)
Terms: * On March 19, 2014, Horizon Pharma, and Vidara Therapeutics International Ltd. have announced they have entered into a definitive agreement under which Horizon Pharma will acquire Vidara through a reverse merger for stock and cash valued at approximately $660 million. Horizon Pharma plc will be the name of the resulting company. Horizon Pharma plc will be organized under the laws of Ireland with a portfolio of four products marketed primarily in the United States .
The proposed transaction has been unanimously approved by both companies' boards of directors. Pursuant to the agreement, Vidara will combine with Horizon Pharma, Inc. with approximately 74 percent of Horizon Pharma plc's ordinary shares to be exchanged for Horizon Pharma, Inc.'s common shares, with Horizon surviving the merger. The shareholders of Vidara will retain approximately 26 percent of Horizon Pharma plc and receive $200 million in cash, subject to certain adjustments.
The combined company is expected to have a capitalization of approximately 100 million basic and 122 million fully diluted shares. Horizon Pharma plc would be a U.S. Securities and Exchange Commission reporting company, and its ordinary shares would trade on NASDAQ. The transaction will be taxable to the Horizon Pharma, Inc. U.S. stockholders. Horizon Pharma has secured a $250 million bridge loan commitment from Deerfield Management Company, L.P. , pending execution of its final financing plans.The transaction is expected to close mid-year 2014.
Details: Vidara is a privately-held, profitable specialty pharmaceutical company with operations in Dublin, Ireland and the U.S. The company markets Actimmune® a bioengineered form of interferon gamma-1b, in the U.S. It is approved by the FDA for use in children and adults with chronic granulomatous disease (CGD) and severe, malignant osteopetrosis (SMO). It is indicated for reducing the frequency and severity of serious infections associated with CGD and for delaying time to disease progression in patients with SMO. Vidara recorded net sales of Actimmune® of $58.9 million in 2013. * On September 26, 2014, Horizon Pharma announced the formation of a management executive committee and commercial restructuring following close of acquisition of Vidara Therapeutics. The U.S. commercial organization is restructured into three divisions, each led by a general manager, who will report directly to Timothy P. Walbert , chairman, president and chief executive officer. Additionally, the Company also announced the resignation of Todd N. Smith , executive vice president, chief commercial officer.
Horizon Pharma plc Executive Committee:
• Timothy P. Walbert , chairman, president and chief executive officer
• Robert F. Carey , executive vice president, chief business officer
• Paul W. Hoelscher , executive vice president, chief financial officer
• Barry J. Moze , executive vice president, corporate development
• Jeffrey W. Sherman , M.D., FACP, executive vice president, research and development and chief medical officer
Horizon Pharma U.S. Commercial Organization - Divisional Leadership:
• Terry Evans , senior vice president and general manager, primary care, managed care and trade
• Brian Andersen , vice president and general manager, orphan
• Vikram Karnani , vice president and general manager, specialty
Related: specialty pharma
