Chiesi Ups Rare Disease Game with $1.48B Amryt Acquisition
2023-01-09
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Italian biopharma Chiesi Farmaceutici SpA announced Sunday it was acquiring rare disease-focused Amryt Pharma in a deal that could reach up to $1.48 billion in value.
Under the terms of the agreement, Chiesi will buy all outstanding Amryt American Deposit Shares (ADS) for $14.50 apiece. The buyout also provides additional contingent value rights of up to $2.50 per ADS, to be paid when Amryt's Filsuvez hits certain milestones before Dec. 31, 2024. Milestones include FDA approval and the receipt of a Priority Review Voucher.
In total, the transaction is valued at $1.25 billion upfront, payable at closing, with the potential for an additional $225 million if the CVR is achieved.
This transaction represents a 107% premium relative to Amryt's ADS closing price last Friday. Each ADS is equivalent to five Amryt ordinary shares.
The board of directors of both companies unanimously approved the acquisition. Voting agreements, including leading shareholders and directors of the Ireland-based biotech, also support the transaction.
The companies expect to close the buyout in the first half of this year.
Expanding the Rare Disease Portfolio
In a prepared statement, Marco Vecchia, chief executive officer of the Chiesi Group, said that the "addition of the Amryt portfolio, as well as their expertise," will help the Italian company to expand its footprint in the rare disease space as well as bring therapies to patients whose conditions have no approved medicines.
"Amryt has steadily brought innovative products to new markets and, by adding them to the Chiesi portfolio, we hope to make them available to even more patients who may require them," he added.
One such product upon which the acquisition's CVR depends is Filsuvez, a herbal gel containing dry extract from two bark species. The European Medicines Agency gave the product EU marketing authorization in June 2022 for the treatment of epidermolysis bullosa, a rare inherited skin disease characterized by blistering and scarring.
Aside from Filsuvez, Sunday's acquisition also brings Amryt's MyaleptMyalept (metreleptin) into the Chiesi fold. Approved by the FDA in Feb. 2014, MyaleptMyalept is used as an adjunct to diet as replacement therapy in patients with congenital or acquired generalized lipodystrophy. In the third quarter of 2022, MyaleptMyalept brought in nearly $40 million worldwide sales, accounting for more than half of Amryt's sales that quarter.
Chiesi now also owns Mycapssa (octreotide), approved in Sept. 2020 for long-term maintenance in acromegaly patients, and Juxtapid (lomitapide), which won regulatory approval in Dec. 2012 as an adjunct to low-fat diets and other lipid lowering medications for patients with homozygous familial hypercholesterolemia.
These assets will enrich Chiesi's own rare disease portfolio, which includes Ferripox (deferiprone) for thalassemia major, Procysbi (mercaptamine) for nephropathic cystinosis, Raxone (idebenone) for Leber's hereditary optic neuropathy and Lamzede (velmanase alfa) for alpha-mannosidosis.
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