Valeant shells out $1B for Sprout Pharmaceuticals

LAVAL, Quebec & RALEIGH, N.C.—Valeant Pharmaceuticals International Inc. has established a definitive agreement with Sprout Pharmaceuticals Inc. under which a wholly owned Valeant subsidiary will acquire Sprout, on a debt-free basis, for approximately $1 billion in cash, plus a share of future profits based on the achievement of certain milestones. Once the transaction closes, Sprout will become a division of Valeant and retain its headquarters in Raleigh. Cindy Whitehead, CEO of Sprout, will join Valeant to lead the division.

Per the terms of the agreement, Valeant will pay roughly $500 million, subject to customary purchase price adjustments, upon the closing of the deal, with an additional payment of $500 million payable in the first quarter of 2016, plus a share of future profits if certain milestones are met. Valeant does not expect the deal to affect 2015 earnings, but does foresee moderate accretion to 2016 earnings. The deal is expected to close in the third quarter of this year, subject to customary closing conditions and regulatory approval.

Valeant's Chairman and CEO, J. Michael Pearson, commented, "Delivering a first-ever treatment for a commonly reported form of female sexual dysfunction gives us the perfect opportunity to establish a new portfolio of important medications that uniquely impact women. We applaud the efforts of the Sprout team to address this important area of unmet need and look forward to working with them to bring the benefits of Addyi to additional markets around the world."

Sprout brings with it flibanserin (Addyi), which received approval for its NDA from the U.S. Food and Drug Administration (FDA) just this week as a treatment for improving sexual desire in women and reducing distress from the loss of sexual desire. The company has been focused on developing a treatment for premenopausal women with acquired, generalized Hypoactive Sexual Desire Disorder that is not due to a co-existing medical or psychiatric condition, relationship problems or side effects from another medication. Valeant expects the drug to be available in the U.S. in Q4 2015 through pharmacies and prescribers certified under the FDA's Risk Evaluation and Mitigation Strategy program.

"I am extremely proud of the commitment and passion of our 34 employees who have been mission driven to get to this breakthrough first for women. This partnership with Valeant allows us the capacity to now ensure broader, more affordable access to all the women who have been waiting for this treatment. Beyond building this in the United States, Valeant also offers us a global footprint that could eventually bring Addyi to women across the globe," Whitehead remarked in a press release.

"The Valeant team is excited to be a part of the launch of this critically important treatment for women, and I am personally delighted to welcome Cindy and her colleagues at Sprout to Valeant," said Anne Whitaker, executive vice president and company group chairman for Valeant. "The Sprout team, along with the healthcare providers involved in the Addyi pivotal clinical trials, has delivered on its promise to provide access to a safe and effective treatment for a condition that affects millions of women."

SOURCE: Valeant press release