Date: 2015-05-26
Type of information: Company acquisition
Acquired company: Pharmacyclics (USA - CA)
Acquiring company: AbbVie (USA - IL)
Amount: $21 billion
Terms: * On May 26, 2015, AbbVie announced that it has completed the acquisition of Pharmacyclics, enhancing AbbVie\'s scientific and commercial presence in oncology. Pharmacyclics is a leader in the hematological oncology market with Imbruvica® (ibrutinib), a first-in-class BTK-inhibitor used to treat hematological cancers, a $24 billion global market. * On May 15, 2015, AbbVie announced that it has extended the expiration of its exchange offer to acquire all of the outstanding shares of common stock of Pharmacyclics, Inc. to 5 p.m., New York City time, on May 22, 2015. The depositary of the exchange offer has advised that, as of 4:00 p.m., New York City time, on May 15, 2015, a total of approximately 42,822,941 shares of Pharmacyclics common stock were validly tendered and not properly withdrawn in the exchange offer. All other terms and conditions of the exchange offer remain unchanged. * On May 1, 2015, AbbVie announced that it has extended the expiration of its exchange offer to acquire all of the outstanding shares of common stock of Pharmacyclics, Inc. to 5 p.m., New York City time, on May 15, 2015. The depositary of the exchange offer has advised that, as of 4:00 p.m., New York City time, on May 1, 2015, a total of approximately 51,470,840 shares of Pharmacyclics common stock were validly tendered and not properly withdrawn in the exchange offer. All other terms and conditions of the exchange offer remain unchanged. * On March 4, 2015, AbbVie and Pharmacyclics announced a definitive agreement under which AbbVie will acquire Pharmacyclics, and its flagship asset Imbruvica® (ibrutinib).Under the terms of the transaction, AbbVie will pay $261.25 per share comprised of a mix of cash and AbbVie equity. The transaction values Pharmacyclics at approximately $21 billion and was approved by the Boards of Directors of both companies. In the tender offer, AbbVie will offer to acquire all of the outstanding shares of Pharmacyclics\' common stock for $261.25 per share, consisting of cash and AbbVie common stock. Pharmacyclics\' stockholders will be permitted to elect cash, AbbVie common stock or a combination, subject to proration. The aggregate consideration will consist of approximately 58% cash and 42% AbbVie common stock. The closing of the tender offer is subject to customary closing conditions, including regulatory approvals, and the tender of a majority of outstanding shares of Pharmacyclics\' common stock, and is expected to close in mid-2015. AbbVie will acquire all remaining shares of Pharmacyclics\' common stock that are not tendered in the tender offer through a second-step merger, which will be completed immediately following the tender offer and without a vote of Pharmacyclics\' stockholders. AbbVie expects to fund the transaction through a combination of existing cash, new debt and stock.
Details: The acquisition accelerates AbbVie\'s clinical and commercial presence in oncology, strengthening its already robust pipeline, and establishing its strong leadership position in hematological oncology. Thiis operation adds Imbruvica® a first in class BTK inhibitor approved in multiple indications for blood cancers. Imbruvica® is a Bruton\'s tyrosine kinase (BTK) inhibitor approved for use in four indications to treat three different types of blood cancers including chronic lymphocytic leukemia, mantle cell lymphoma and Waldenstrom\'s macroglobulinemia. Imbruvica® received initial FDA approval in 2013 and is the only therapy to have received three Breakthrough Therapy designations by the FDA. It is currently approved in more than 40 countries. Significant opportunity exists with further Imbruvica® indications, including solid tumors, the potential to leverage AbbVie\'s immunology expertise for the development of Pharmacyclics\' immunology program, and advance AbbVie\'s efforts in hematologic malignancies.
Related: Cancer - Oncology
