Date: 2015-08-31
Type of information: Company acquisition
Acquired company: Scioderm (USA - NC)
Acquiring company: Amicus Therapeutics (USA - NJ)
Amount: $229 million
Terms: * On August 31, 2015, Amicus Therapeutics and Scioderm have signed a definitive agreement under which Amicus will acquire 100% of the capital stock of Scioderm. Amicus will acquire Scioderm in a cash and stock transaction. At closing, Amicus will pay Scioderm shareholders $229 million, of which $125 million will be paid in cash and $104 million will be paid through the issuance of 7 million newly issued Amicus shares. Amicus has agreed to pay up to an additional $361 million to Scioderm shareholders in cash or stock upon achievement of certain clinical and regulatory milestones and $257 million to Scioderm shareholders in cash or stock upon achievement of certain sales milestones. If Zorblisa® is approved, EB qualifies as a rare pediatric disease and a Priority Review Voucher will be requested. If the Priority Review voucher is obtained and subsequently sold, Amicus will pay Scioderm shareholders the lesser of $100 million or 50% of the proceeds of such sale. The transaction is subject to customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The Boards of both companies have approved the transaction and the companies currently anticipate that the transaction will be completed in the third quarter of 2015. Amicus intends to finance the acquisition through cash on hand and has a $50 million debt commitment from Redmile Group. Leerink Partners LLC is acting as financial advisor to Amicus. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Amicus. J.P. Morgan is acting as financial advisor to Scioderm. Cooley LLP is acting as legal advisor to Scioderm. Based on the closing of the Scioderm acquisition, the anticipated debt financing and the forecasted spending on Zorblisa development, Amicus expects to end 2015 with $200 million to $225 million of cash on hand. Pro-forma cash post-closing is expected to fund the current operating plan (including Zorblisa) into 2017.
Details: Scioderm\'s lead product candidate Zorblisa® is a novel, late-stage, proprietary topical cream and potential first-to-market therapy for epidermolysis bullosa. Zorblisa® has established positive proof-of-concept in Phase 2 studies for the treatment of lesions in patients suffering with epidermolysis bullosa, and is currently being investigated in a Phase 3 study to support global regulatory approvals. Zorblisa® was one of the first products to receive FDA breakthrough therapy designation in 2013, and was the first-ever treatment in epidermolysis bullosa clinical studies to show significant benefit in wound closure across all major epidermolysis bullosa subtypes. Amicus estimates that epidermolysis bullosa may represent a potential $1 billion+ global market opportunity based on third party market research. The current standard of care is palliative treatments which cost $10,000 to $15,000 per month, and mainly consist of bandaging, treating the open wounds to prevent infection and trying to manage patients\' pain. An estimated 30,000 to 40,000+ people are currently diagnosed with epidermolysis bullosa in major markets.
Related: Rare diseases
