CHESHIRE, Conn. & LEXINGTON, Mass.—Alexion Pharmaceuticals Inc. has signed a definitive agreement by which it will acquire Synageva BioPharma Corp. for $115 in cash and 0.6581 Alexion shares for each share of Synageva, for a total share value of approximately $230 and a transaction value of approximately $8.4 billion, net of Synageva's cash. Both companies' boards of directors have approved the transaction, which is expected to close in the middle of this year, and Dr. Felix Baker, chairman of Synageva, will join Alexion's board of directors once the transaction is complete. Alexion expects the deal to result in annual cost synergies beginning this year and growing to at least $150 million in 2017 and to be accretive to non-GAAP earnings per share in 2018.
Alexion will acquire all of Synageva's outstanding shares of common stock via an exchange offer followed by a second-step merger. Completion of the offer is subject to customary closing conditions, regulatory approval and the tender to the offer of a majority of Synageva's outstanding shares. The merger agreement stipulates that under certain circumstances, Alexion may effect the transaction via a one-step merger; in such a case, a meeting would be held for Synageva stockholders to vote on the transaction. Certain Synageva shareholders, including affiliates of Baker Brothers Investments, have entered into voting and support agreements with Alexion representing roughly 33.5 percent of Synageva's outstanding shares.
“Synageva is an ideal strategic and operational fit for Alexion that aligns with what we know well and do well—providing life-transforming therapies to an increasing number of patients with devastating and rare diseases,” David Hallal, CEO of Alexion, commented in a statement on the transaction. “With strong ongoing Soliris growth in PNH and aHUS worldwide, and the anticipated 2015 global launches of Strensiq and Kanuma, we will accelerate and diversify our revenue growth. We are excited to create the most robust rare disease pipeline in biotech across a range of therapeutic modalities. Synageva is an outstanding company that shares Alexion’s commitment to serving patients with rare diseases, and together we will create increasing value for our stakeholders.”
Once the transaction is completed, the addition of Synageva's pipeline will leave Alexion with eight products candidates in clinical trials for 11 indications; Synageva's programs include SBC-103, an investigational enzyme replacement therapy in an ongoing Phase 1/2 trial for patients with mucopolysaccharidosis IIIB, a genetic and progressive rare metabolic disease, which received Fast Track designation by the U.S. Food and Drug Administration (FDA) this January. Alexion will also have more than 30 preclinical programs, 12 of which come from Synageva. At least four of the preclinical candidates are forecast to reach the clinic by the end of next year.
Synageva also brings with it Kanuma, a recombinant form of the human LAL enzyme, which Synageva is developing as an enzyme replacement therapy for Lysosomal Acid Lipase Deficiency (LAL Deficiency). The drug has received orphan designation from the FDA, European Medicines Agency (EMA) and Japan’s MHLW. Kanuma has also received Fast Track designation and Breakthrough Therapy designation from the FDA for LAL Deficiency presenting in infants. This disease is caused by genetic mutations that lead to decreased LAL enzyme activity in the lysosomes of multiple body tissues, which is turn results in a buildup of fatty material in the liver, blood vessel walls and other tissues. Kanuma is under Priority Review with the FDA and has been granted accelerated assessment of its Marketing Authorization Application by the EMA. Regulatory decisions in the U.S. and Europe are expected in the second half of this year.
“Alexion is uniquely suited to advance Synageva’s mission to deliver life-saving therapies to patients whose diseases were once considered too rare for developing treatments,” Sanj K. Patel, president and CEO of Synageva, said in a press release. “As Kanuma moves closer toward patients who suffer from LAL Deficiency, and the other pipeline programs continue to progress, I am confident that this transaction will help continue to improve the lives of patients with LAL Deficiency and other devastating, rare diseases for years to come.”
SOURCE: Alexion press release