SAN RAFAEL, Calif.—BioMarin Pharmaceutical Inc. and Prosensa Holding N.V. have established a definitive agreement by which BioMarin will purchase all of Prosensa's outstanding ordinary shares for $17.75 per share, for a total upfront consideration of roughly $680 million. Prosensa also stands to receive two contingent milestones worth approximately $80 million tied to the approval of drisapersen in the United States no later than May 15, 2016, and in Europe no later than February 15, 2017.
Per the definitive agreement, BioMarin will offer to acquire all of Prosensa's outstanding and issued ordinary shares, and all ordinary share equivalents, in an all-cash transaction for $17.75 per share. Additionally, within five business days of signing the purchase agreement, BioMarin will purchase a $50-million convertible note from Prosensa. Should the transaction fail to close for any reason, that note will automatically convert into 4,395,914 shares of Prosensa's stock.
The tender offer for Prosensa's outstanding shares is expected to close in the first quarter of next year, subject to customary closing conditions, including regulatory clearance and the tender of at least 80 percent of Prosensa's shares to the offer.
"BioMarin is dedicated to the rare disease community, and the acquisition of Prosensa fits strategically with our mission of delivering therapies that address serious unmet medical needs. We are committed to working closely with regulatory authorities worldwide in bringing a potentially breakthrough therapy to patients with this devastating condition,” Jean-Jacques Bienaimé, CEO of BioMarin, said in a press release regarding the deal. "We will leverage our experience at developing rare disease therapies to achieve regulatory approvals and bring drisapersen to market as quickly as possible. Further, if we are successful in advancing drisapersen to early regulatory approvals, we believe this transaction would be accretive to operating and GAAP profitability in 2017."
With this transaction, BioMarin gains worldwide rights to several drug candidates in orphan disease indications, including drisapersen, which is currently under rolling review as part of a New Drug Application with the U.S. Food and Drug Administration. The drug is intended as a treatment for Duchenne muscular dystrophy, and works by inducing the skipping of dystrophin exon 51, which could benefit approximately 13 percent of Duchenne muscular dystrophy patients for whom skipping of exon 51 restores proper dystrophin reading frame. The drug candidate has been tested in seven clinical studies in more than 300 patients and is generally well tolerated.
"BioMarin has established itself as a leader in rare diseases, characterized by strong management, thorough execution and a resounding commitment to patients in developing and commercializing treatments where there is a high unmet medical need,” commented Hans Schikan, CEO of Prosensa. “This transaction will enhance Prosensa's mission by bringing innovative therapies to patients across the world as quickly and efficiently as possible. The deal also creates shareholder value by positioning Prosensa's strong portfolio of orphan drug candidates for future success with a prominent rare disease company that has the experience and dedication to bring drisapersen and our follow-on compounds to the hands of patients who desperately need them."
Following the close of the deal, BioMarin will continue to maintain operations at Prosensa's headquarters in Leiden, The Netherlands and integrate Prosensa employees from that office. In addition, Prosensa's Supervisory Board will consist of five individuals selected by BioMarin and two that currently serve on the board, who will act as independent directors. Those directors will act as independent supervisory directors to protect the interest of any minority shareholders until BioMarin makes use of certain reorganization structures available under Dutch law to acquire full ownership of Prosensa's outstanding shares and/or its business.
SOURCE: BioMarin press release