Shire sees value in SARcode

LEXINGTON, Mass.—In a move that strengthens itsophthalmology portfolio, Shire plc has announced that it will be acquiringBrisbane, Calif.-based SARcode Bioscience Inc., a privately heldbiopharmaceutical company that develops "novel molecules that specificallytarget chronic T cell-mediated inflammation in ophthalmic disease."

Per the terms of the transaction, Shire will pay $160million up front for SARcode, and the latter's shareholders will also beeligible for additional undisclosed payments if certain clinical, regulatoryand/or commercial milestones are met. Pending regulatory approval in the UnitedStates and other customary closing conditions, the acquisition is expected toclose in the second quarter of 2013.

The acquisition adds LIFITEGRAST, a late-stage, Phase IIIclinical program to Shire's ophthalmic portfolio, including global rights tothe compound. The compound, a small-molecule integrin antagonist, is beingdeveloped to treat the symptoms of dry eye disease, and is administered via apreservative-free topical eye solution. Two studies are ongoing forLIFITEGRAST: OPUS-2, a safety and efficacy study of both signs and symptoms ofdry eye disease, and SONATA, a randomized, placebo-controlled safety study.Should the Phase III clinical development program produce positive results,Shire hopes to launch LIFITEGRAST in the United States as early as 2016, andwill evaluate filing strategies for global markets.

"The acquisition of SARcode is a demonstration of Shire'sfocus on continuing to build our research and development pipeline withinnovative, well-differentiated assets that address significant unmet patientneed," Flemming Ornskov, M.D., CEO Designate of Shire, said in press release."This acquisition and our recent acquisition of Premacure have the potential toprovide the basis for an attractive ophthalmology business for our company,given the significant growth opportunities in this therapeutic area as well asShire's proven expertise in specialist markets."

The global ophthalmic pharmaceutical market was valued atapproximately $13 billion in 2012, with a compound annual growth rate of 4.5percent. Within that market, roughly 25 million people in the United Statesalone suffer from dry eye disease. So far, there is no approved treatmentindication that includes symptoms of dry eye, and currently existingprescription options are limited to products indicated to increase natural tearproduction.

The SARcode transaction is Shire's second acquisition of themonth, following its purchase of Premacure AB. Shire announced the acquisitionof Premacure, a biotechnology company developing a protein replacement therapyfor the prevention of retinopathy of prematurity, on March 12. The therapy isintended to restore levels of insulin-like growth factor 1 in preterm infants,and is currently undergoing further testing in a Phase II study. No financialdetails were disclosed for the transaction, which provides Shire HGT with anentrance into the field of neonatology.

Shire brought on Barclays as its financial advisor for theSARcode transaction, with Davis Polk LLP serving as legal counsel. SARcodebrought on J.P. Morgan Securities LLC to serve as its financial advisor, withWilson Sonsini Goodrich & Roasati as its legal counsel.