Shire to acquire Dyax for $5.9B

The deal nets Shire several clinical and preclinical compounds, including DX-2930, a drug candidate for the treatment of hereditary angioedema

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DUBLIN, Ireland & BURLINGTON, Mass.—Shire plc has announced that it will acquire Dyax Corp., a Massachusetts-based biotechnology company specializing in the development of plasma kallikrein (pKal) inhibitors for the treatment of hereditary angioedema (HAE), for $37.30 in cash per Dyax share, for an aggregate upfront consideration of roughly $5.9 billion. Dyax's shareholders also stand to receive additional value through a non-tradable contingent value right that will pay $4 in cash per Dyax share should DX-2930, the company's lead candidate, be approved for the treatment of HAE, which could mean an additional $646 million in aggregate contingent consideration.
The boards of directors of both companies have unanimously approved the transaction, which is expected to close in the first half of next year, subject to approval from Dyax's shareholders and customary closing conditions and regulatory approval. The transaction is expected to be slightly dilutive to Shire's earnings in 2016 and 2017, but accretive in 2018 and beyond, assuming DX-2930 gains FDA approval in the United States in 2018. Shire expects to see operating synergies related to this deal of $50 million starting in 2017 and growing to at least $100 million in 2019 and after.
“This highly complementary transaction aligns with and accelerates our strategy to build a global leading biotechnology company focused on rare diseases and specialty conditions. It adds to our portfolio of best-in-class therapies addressing unmet needs in our core therapeutic areas, expanding and extending our leadership position in HAE,” said Dr. Flemming Ornskov CEO of Shire. “We have closely followed DX-2930’s progress in the evolving HAE landscape for some time, and we admire the work of the Dyax team in moving this next-generation therapy forward. Through compelling proof-of-concept clinical data, this potentially transformative therapy has been shown to be both highly efficacious and convenient, two key product attributes desired by both physicians and patients.”
“DX-2930 is a strategic fit within our HAE domain expertise, and we are well positioned to advance the development, registration and commercialization of DX-2930 for the benefit of HAE patients. This transaction also offers other potential upside opportunities, including Dyax’s early-stage pipeline. Following the close of this transaction, we look forward to welcoming Dyax employees, who will bring to Shire substantial clinical and commercial expertise in HAE. Dyax is to be commended for the world-class organization they have built focused on HAE,” Ornskov added.
DX-2930 is a Phase 3-ready, fully humanized monoclonal antibody targeting pKal. So far, proof-of-concept Phase 1b efficacy data has shown that DX-2930 engendered a greater than 90 percent reduction in HAE attacks compared to placebo in the 300 mg/400 mg arms in patients with two or more attacks in the three months prior to joining the study. The drug candidate has secured Fast Track, Breakthrough Therapy, and Orphan Drug designations from the U.S. Food and Drug Administration, as well as Orphan Drug status in the European Union, and is expected to begin Phase 3 clinical trials by the end of this year. If approved for the prevention of types 1 and 2 HAE, it could see global annual sales of up to $2 billion.
Shire also gains DX-2507, an anti-FcRN for the treatment of antibody-mediated autoimmune diseases, and DX-4012, an anti-factor XIIa antibody for thrombosis.
“We believe this transaction will deliver substantial value to our shareholders and highlights our shared commitment to bringing innovative medicines to patients who suffer from the devastating effects of HAE. Our approved product, KALBITOR, was an important first step to bringing a range of HAE medicines to patients. Shire’s expertise and proven rare disease patient identification and management capabilities make it the ideal partner to efficiently bring DX-2930 to HAE patients worldwide. I’m proud of the company that our team has built, and I’m confident that Dyax’s important mission and focus on improving the lives of patients will continue as part of the Shire family,” Gustav A. Christensen, president and CEO of Dyax, remarked in a press release.
SOURCE: Shire press release

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