DUBLIN & WESTLAKE VILLAGE, Calif.—Pharmaceutical giant Allergan plc has announced a definitive agreement under which it will acquire aesthetic medicine company KYTHERA Biopharmaceuticals Inc. in a cash and equity transaction for $75 per KYTHERA share, for a total deal value of approximately $2.1 billion. The fixed-value deal consideration will be payable as 80 percent in cash and 20 percent in new Allergan shares issued to KYTHERA shareholders.
The transaction is subject to KYTHERA shareholder approval and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as well as other customary closing conditions. Should those conditions be fulfilled, the deal is expected to close in the third quarter of this year.
"Allergan's world-class medical aesthetics, global footprint, history and commitment to developing leading aesthetic products makes them ideally suited to realize the maximum commercial potential of KYBELLA," Keith Leonard, president and CEO of KYTHERA, said in a press release. "I am deeply appreciative of the commitment and dedication of our KYTHERA team that worked so tirelessly to bring KYBELLA from early development through approval and launch. We look forward to working with Allergan to ensure a successful U.S. launch of KYBELLA, as well as to secure additional approvals globally."
The acquisition of KYTHERA gains Allergan KYBELLA injection, the first and only approved non-surgical treatment for contouring moderate to severe submental fullness, also known as double chin. The treatment is a non-human and non-animal formulation of deoxycholic acid, a naturally occurring molecule that aids in the breakdown and absorption of dietary fat. Once injected into subcutaneous fat, KYBELLA causes the destruction of fat cells, eliminating their ability to accumulate or store fat. KYBELLA gained U.S. Food and Drug Administration approval in April of this year, and is currently being developed for potential introduction to international markets, as KYTHERA has submitted the treatment for regulatory approval in Canada, Switzerland and Australia. Allergan also gains access to setipiprant, a selective oral antagonist to the PGD2 receptor being developed for the prevention of male pattern baldness.
"The acquisition of KYTHERA is a strategic investment that strengthens our leading global position in aesthetics and continues to position us for long-term growth," Brent Saunders, president and CEO of Allergan, commented in a statement on the transaction. "KYBELLA is an exciting new product that offers patients the first and only clinically-proven, non-surgical treatment for submental fullness (excess fat under the chin). As a leader in aesthetics, we know our customers are looking to offer their patients new options beyond traditional facial aesthetics. KYBELLA will do that while complementing our market-leading facial aesthetics portfolio, which includes BOTOX, JUVEDERM XC, JUVEDERM VOLUMA XC, LATISSE and SKINMEDICA. KYBELLA is also a pivotal entry point for expanding the use of facial aesthetic products in men, while KYTHERA's setipiprant (hair-loss) development program can drive additional long-term value."
SOURCE: Allergan press release