Date: 2015-03-30
Type of information: Company acquisition
Acquired company: Hyperion Therapeutics (USA - CA)
Acquiring company: Horizon Pharma (Ireland)
Amount: $1.1 billion
Terms: * On March 30, 2015, Horizon Pharma and Hyperion Therapeutics announced they have entered into a definitive agreement under which Horizon Pharma will acquire all of the issued and outstanding shares of Hyperion\'s common stock for $46.00 per share in cash or approximately $1.1 billion on a fully diluted basis. The per share consideration represents a premium of approximately 35 percent to Hyperion\'s volume weighted average price for the trailing 60-days. The proposed transaction has been unanimously approved by both companies\' boards of directors. The acquisition is structured as an all cash tender offer for all the issued and outstanding shares of Hyperion common stock at a price of $46.00 per share followed by a merger in which each remaining untendered share of Hyperion common stock would be converted into the $46.00 per share cash consideration paid in the tender offer. Horizon has entered into agreements with certain stockholders of Hyperion, including certain members of the Hyperion management team and certain funds affiliated with members of the Hyperion board of directors, pursuant to which each of these stockholders has agreed to tender the Hyperion common shares owned of record or beneficially by such stockholder, which in the aggregate represent approximately 21 percent of the outstanding Hyperion common shares as of the date of the agreements. Closing of the transaction is subject to customary conditions, including the tender of a majority of the outstanding Hyperion shares and expiration or termination of the HSR waiting period. It is anticipated that the transaction will close in the second quarter of 2015. Horizon has secured $900 million in debt commitments from Citigroup Global Capital Markets Inc. and Jefferies LLC, which in addition to Horizon\'s cash and cash equivalents, is available to finance the transaction, repay Horizon\'s $300 million Senior Secured Credit Facility and pay fees as well as expenses related to the transaction. Horizon plans to replace a portion of the debt commitments through new debt issuances and the use of Hyperion\'s cash and cash equivalents. Jefferies LLC, Citigroup Global Markets Inc. and Cowen and Company acted as advisors to Horizon Pharma in the transaction. Citigroup Global Markets Inc. and Jefferies LLC are initial lenders and lead arrangers for the debt commitments in place to finance the transaction. Horizon Pharma\'s legal advisors are Cooley LLP and McCann FitzGerald. Centerview Partners LLC acted as financial advisor and provided a fairness opinion to Hyperion and Shearman & Sterling LLP acted as legal advisor. Houlihan Lokey Capital, Inc. also provided financial advice to the board of Hyperion.
Details: The acquisition will expand and diversify Horizon Pharma\'s product portfolio by adding two complementary orphan disease products, Ravicti® (glycerol phenylbutyrate) and Buphenyl® (sodium phenylbutyrate), and leverage as well as expand the existing infrastructure of the company\'s orphan disease business. Ravicti® and Buphenyl® are medicines for people with urea cycle disorders (UCDs), a collection of inherited metabolic disorders, which impact approximately 2,100 people in the United States with approximately 1,100 diagnosed. A marketing authorization application has been filed for European marketing of Ravicti®. The prevalence of UCD is similar in Europe and other international markets. Net sales of Ravicti® and Buphenyl® for Q4 2014 and full year 2014 were $30.8 million and $113.6 million, respectively.
Related: Orphan drugs Rare diseases
