Just two weeks after Horizon Therapeutics said it was in talks to be acquired by one of three potential suitors, its board of directors and the board of directors of Amgen announced that they reached an agreement to acquire the rare disease drug company for $28 billion in cash.
Photo: Robert Bradway, chairman and CEO of Amgen
The acquisition makes it the biggest M&A deal of the year for the biotech industry as a whole and the biggest M&A of a rare disease drug developer since AstraZeneca acquired Alexion one year ago.
Under Rule 2.7 of the Irish Takeover Rules, Pillartree Limited, a newly formed private limited company wholly owned by Amgen, will acquire Horizon. Under the terms of the acquisition, each company shareholder will receive $116.50 for each company share in cash at closing, representing a premium of approximately 47.9 percent to the closing price of $78.76 per Horizon share on November 29, 2022, last closing price prior to Horizon’s issuance of an announcement of a possible offer under Rule 2.4 of the Irish Takeover Rules. It represents a premium of approximately 19.7 percent to the closing price of $97.29 per share on December 9, 2022.
The deal values Horizon at approximately $27.8 billion on a fully diluted basis and implies an enterprise value of approximately $28.3 billion. Amgen has entered into a Bridge Credit Agreement for an aggregate amount of $28.5 billion.
“In nearly 15 years, we have built one of the fastest growing and most respected companies in the biotechnology industry from the ground up, which are all rooted in our employees’ deep commitment, dedication, and personal passion for those impacted by rare, autoimmune and severe inflammatory diseases,” said Tim Walbert, chairman, president, and CEO of Horizon Therapeutics. “Amgen is aligned with that commitment and passion and will continue to maximize the value of the current portfolio and pipeline and accelerate the ability to reach more patients globally.”
For Amgen, the deal is a major step into the world of rare diseases therapeutics and follows its acquisition of ChemoCentryx for $4 billion in August 2022. The acquisition will broaden Amgen’s pipeline as the company faces biosimilar competition for some of its top drugs.
Horizon Therapeutics is a global company headquartered in Dublin, Ireland with more than 2,000 employees and is focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory diseases. The company has 12 marketed medicines, including recently approved first-in-class medicines Tepezza, Krystexxa, and Uplizna, and a pipeline with more than 20 development programs.
“The acquisition of Horizon is a compelling opportunity for Amgen and one that is consistent with our strategy of delivering long-term growth by providing innovative medicines that address the needs of patients who suffer from serious diseases,” said Robert Bradway, chairman and CEO of Amgen. “The acquisition of Horizon will drive growth in Amgen’s revenue and non-GAAP EPS and is expected to be accretive from 2024.”
For Amgen, the acquisition is expected to strengthen its portfolio of first-in-class / best-in-class innovative therapeutics by adding a complementary portfolio of medicines from Horizon that address the needs of patients suffering from rare diseases and capitalizes on Amgen’s legacy in inflammation and nephrology and its global scale to enhance the growth potential of Horizon’s portfolio.
Amgen says the combined company will generate cash flow of approximately $10 billion over twelve months through the third quarter of 2022. It is expected to be accretive to non-GAAP earnings per share from 2024 and lead to an estimated annual pre-tax cost reduction of at least $500 million by the end of the third fiscal year following completion.
The acquisition will be implemented by way of an Irish High Court-sanctioned scheme of arrangement and is subject to the approval by shareholders, as well as antitrust and other clearances from various countries. The deal is expected to close in the first half of 2023.
Author: Rare Daily Staff
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