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艾尔建计划耗资9.58亿美元收购MAP制药

来源:生物谷 2013-01-23 17:27

2013年1月23日讯 /生物谷BIOON/ --艾尔建(Allergan)周二已同意以总价9.58亿美元收购生物制药公司MAP Pharmaceuticals。该笔交易已获得了2家公司董事会的一致批准,预计将于2013年第一季度后期或第二季度完成。MAP专注于开发及商业化神经科学领域的新治疗药物,包括Levadex,这是一种口腔吸入性药物,开发用于急性偏头疼成人患者的治疗(生物谷bioon.com)

英文原文:Allergan To Acquire MAP Pharmaceuticals In $958 Mln Deal
Multi-specialty health-care company Allergan, Inc. (AGN: Quote) agreed Tuesday to acquire biopharmaceutical company MAP Pharmaceuticals, Inc. (MAPP: Quote) for $25 per share in cash or a total equity value of about $958 million. The deal, unanimously approved by the boards of directors of both companies, is expected to close late in the first quarter or in the second quarter of 2013.

"We believe this acquisition by our partner Allergan will increase the potential for our product candidates to make a meaningful difference for patients we have worked so hard to serve," MAP President and CEO Timothy Nelson said in a statement.

Irvine, California-based Allergan had entered into a collaboration agreement with MAP in January 2011 to co-promote Levadex, contingent upon potential regulatory authority approvals in the U.S. and Canada, to neurologists and pain specialists in these markets.

MAP develops and commercializes new therapies in Neurology, including Levadex, which is an orally inhaled drug for the potential acute treatment of migraine in adults.

MAP's resubmitted NDA for Levadex was accepted for filing by the U.S. Food and Drug Administration in November 2012, and has set a goal date of April 15, 2013 under the Prescription Drug User Fee Act (PDUFA).

"We plan to capitalize on this depth of expertise in Neurology as we continue the global development of LEVADEX® as a potential acute treatment for migraine that is complementary to BOTOX® and use MAP's proprietary drug particle and inhalation technologies to generate new pipeline opportunities," Allergan Chairman, President and CEO David Pyott said in a statement.

Meanwhile, the offer price of $25 per share represents an hefty 60 percent premium over MAP's closing stock price of $15.58 on Tuesday on the Nasdaq Stock Market.

Allergan said it expects to fund the deal with a combination of cash on hand, cash equivalents and short-term borrowings under its commercial paper program. However, the deal is not subject to any financing contingency.

The deal will be completed through a cash tender offer followed by a second step merger. The completion of the tender offer is subject to the tender of at least a majority of MAP's outstanding shares of common stock. The board of directors of MAP has unanimously agreed to recommend that MAP's stockholders tender their shares to Allergan in the tender offer.


Meanwhile, all of MAP's directors and executive officers and a major stockholder of MAP affiliated with a director, collectively owning about 9 percent of MAP's outstanding common stock, have committed to tender all of their MAP shares in the tender offer and also vote in favor of the merger.

Allergan said it currently expects 2013 earnings per share growth expectations, excluding this deal, to fall within its mid-teens growth aspiration.

However, Allergan anticipates the deal to be dilutive to 2013 earnings per share by about $0.07 and accretive to earnings per share by the second half of 2014, assuming the deal closes as planned, and approval of Levadex occurs on or before the PDUFA date of April 15, 2013.

Allergan noted that it will provide 2013 guidance during its February 5, 2013 earnings call.

AGN closed Tuesday's regular trading session at $105.75, up $0.77 or 0.73% on a volume of 1.85 million shares, and MAPP was unchanged at $15.58.

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