ALISO VIEJO, Calif.—Avanir Pharmaceuticals Inc. and Otsuka Pharmaceutical Co., Ltd. have announced a definitive agreement under which Otsuka will acquire Avanir for $17 per share in cash, for an approximate deal value of $3.5 billion. Per the agreement, Otsuka will launch a tender offer within 10 business days to purchase all of Avanir's outstanding shares, and the closing of the tender offer is subject to the tender of a majority of Avanir's outstanding shares to the offer. The deal is also subject to other customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The deal is expected to close in the first quarter of next year, and has been unanimously approved by both companies' boards of directors.
Once the deal closes, Avanir will continue operating under its current structure as an independent subsidiary of Otsuka America, Inc. Avanir will partner with Otsuka in the United States to further enhance its development and commercialization efforts in central nervous system-related disorders.
"As we bring together Otsuka's experience and business track record in the area of mental illnesses with Avanir's strengths in neurologic diseases, we believe that we can evolve into a truly global CNS pharmaceutical company,” Taro Iwamoto, Otsuka Pharmaceutical president and representative director, said in a press release. “Avanir's creativity and proven execution on drug discovery and development for largely unexplored medical indications, typified by PBA, represents a hand-in-glove fit with Otsuka's culture. We admire and respect Avanir's innovation, vision and execution, and want to continue to grow together."
Otsuka noted three distinct values regarding this transaction: Nuedexta, Avanir's drug for the treatment of the neurologic disease PBA; AVP-786, a late-stage investigational compound being developed as a potential treatment for the agitation associated with Alzheimer’s disease; and Avanir's clinical development and commercial expertise in neurologic disease, which Otsuka says complements its own capabilities in psychiatric diseases. Otsuka expects these aspects of the deal to support both short- and medium-term growth for the company.
Reuters noted that this is Otsuka's biggest deal to date and is likely the company's attempt to bolster its options in the wake of the April 2015 expiration of its U.S. patent for Abilify, its blockbuster drug for schizophrenia, and pending generic competitors. Abilify saw global sales of 575.7 billion yen ($5 billion) in the last fiscal year, and the United States represents the drug's biggest market.
"I am extremely excited to see these two organizations come together. Together, our organizations will be able to more rapidly develop and commercialize needed medications for patients around the world,” Keith A. Katkin, president and CEO of Avanir Pharmaceuticals, commented in a statement.