DEERFIELD, Ill.—Takeda Pharmaceutical Co. Ltd. and URLPharma Inc. have jointly announced the establishment of a definitive agreementbetween Takeda America Holdings Inc., a wholly owned subsidiary of TakedaPharmaceutical, and URL Pharma. Under the agreement, Takeda America HoldingsInc. will acquire URL Pharma for an upfront payment of $800 million, as well asfuture performance-based contingent earn out payments. Once the acquisition iscomplete, URL Pharma will be managed by Takeda Pharmaceuticals U.S.A., Inc. ifall customary closing conditions are met, the transaction is expected to becomplete within 60 days.
"URL Pharma is pleased to become a part of a leadingresearch-based global pharmaceutical company," Richard H. Roberts, M.D.,Ph.D., CEO and chairman of the board at URL Pharma, said in a press releaseregarding the transaction.
URL Pharma posted full-year revenues of almost $600 millionin 2011, with Colcrys, its leading product indicated for the treatment andprevention of gout flares, bringing in nearly $430 million in sales in 2011.The acquisition expands Takeda's gout treatment portfolio, and will contributeto the company's revenues and non-GAAP operating income immediately. Gout, a build-up of uric acid in the blood that leads to painful joint inflammation, is another possible form of arthritis. Net salesof Colcrys are expected to surpass $550 million this year, and continued growthis expected throughout the drug's lifecycle.
The drug is a fitting complement to Takeda's Uloric(febuxostat), which is indicated for the lowering of blood uric acid levels inadults suffering from gout. The enhanced gout treatment portfolio allows Takedato gain a firmer foothold in the U.S. Pharmaceutical market in addition toallowing it to offer a wider range of treatment, prevention and managementoptions for patients with gout.
"This acquisition expands Takeda's gout treatmentportfolio and leverages our expertise in primary care," Douglas Cole,president of Takeda Pharmaceuticals U.S.A., Inc., said in a press release."Gout affects more than eight million Americans, and the prevalence ofgout is rising. We are pleased to have URL Pharma's Colcrys added to ourproduct portfolio and look forward to further realizing our goal of helpingpatients by providing multiple treatment options to manage the symptoms ofacute and chronic gout in the U.S."
The acquisition is expected to contribute significantly toTakeda's revenues, operating income and free cash flow as soon as fiscal year2013. The company plans to release a full report on the projected impact of theacquisition in its 2012 outlook for the fiscal year, which will be released May11.
URL Pharma employs approximately 500 individuals, though nocomments were released as to what Takeda's plans are with regards to URLPharma's workforce.
Takeda brought on Goldman, Sachs & Co. as its financialadvisor for the transaction, with Sidley Austin, LLP, serving as its legaladvisor. URL Pharma brought on J.P. Morgan Securities LLC as its financialadvisor for the transaction, with Ropes & Gray LLP serving as its legaladvisor.
