Upsher-Smith to acquire Proximagen

MAPLE GROVE, Minn.—USL Pharma International U.K. Ltd., awholly owned subsidiary of Upsher-Smith Laboratories, Inc., has announced thatit has agreed to acquire Proximagen Group plc, a biotechnology company thatspecializes in the development and commercialization of novel therapeutics fordiseases of the central nervous system and inflammation. The offer valuesProximagen at £ 223 million (approximately $346.7 million), excluding continentvalue rights, and was recommended unanimously by the board of directors ofProximagen.

"Upsher-Smith is delighted to announce today's transaction,together with the unanimous recommendation of the Board of Proximagen. We havebeen very impressed with the quality and breadth of Proximagen's portfolio ofprograms, and the commitment and expertise of Proximagen's employees," MarkEvenstad, president and CEO of Upsher-Smith, said in a press release. "Havingworked closely with Proximagen as both a commercial partner and a strategicshareholder since 2008, we believe that Proximagen has significant potentialand we are excited about the opportunity of bringing new therapies to marketthat will benefit patients."

Upsher-Smith will retain operations in both London andCambridge, United Kingdom, and will integrate them to form a research anddevelopment platform.

As a result of the transaction, Upsher-Smith will gainexpanded research and development capabilities, as well as a platform forfuture growth thanks to product development. The acquisition of Proximagen alsobrings with it a pipeline with 15 compounds in various stages of developmentacross several therapeutic areas. Proximagen specializes mainly in disorders ofthe central nervous system, and has programs related to Parkinson's disease,epilepsy, Alzheimer's disease, inflammation/neuro-inflammation,oncology/neuro-oncology, neuropathic pain and ophthalmology. Proximagen willbolster Upsher-Smith's own central nervous system portfolio, and allow it toexpand its product listing beyond its current therapeutic areas, which include,in addition to central nervous system, cardiology, women's health anddermatology.

Seven of the 15 programs in Proximagen's pipeline arecentral nervous system-related, and Upsher-Smith has its own expanding centralnervous system pipeline. Among the compounds the company has in progress isUSL255, an investigational extended-release topiramate indicated for themanagement of epilepsy in adults that is currently being studied in an ongoinginternational Phase III clinical trial. USL261 is also under development, as aninvestigational intranasal midazolam for the rescue treatment of seizures inpatients who are on stable anti-epileptic drug regimens and yet require controlof occasional bouts of increased seizure activity (often known as seizureclusters). The compound has received orphan drug designation in that indicationby the U.S. Food and Drug Administration, and is also in Phase III development.Upsher-Smith is also working on USL260 (tonabersat), an investigational Phase Idrug that represents a potential first-in-class neuronal gap junction modulatorthat is being investigated as a potential epileptic treatment.

The transaction is subject to approval by Proximagen'sshareholders as well as other customary terms and closing conditions, includingapproval from the High Court of Justice in England and Wales. In addition tothe unanimous recommendation from Proximagen's board of directors, Upsher-Smithhas also acquired irrevocable undertakings from Proximagen shareholders toaccept the deal in respect of 72.01 percent of the share capital, includingfrom Invesco Asset Management Limited, Proximagen's largest shareholder.

SOURCE: Upsher-Smith press release