Chiesi Farmaceutici and Amryt Pharma have entered into a definitive agreement under which Chiesi will acquire Amryt. The transaction was unanimously approved by both Chiesi and Amryt Boards of Directors and is anticipated to close by the end of the first half of 2023, subject to the satisfaction of all closing conditions.
Under the terms of the transaction, Chiesi will purchase all outstanding shares of Amryt for a purchase price per American Depositary Share (ADS) of Amryt, which each represent 5 Amryt ordinary shares, of US$14.50 (or US$2.90 per ordinary share) in cash, plus Contingent Value Rights (CVRs) of up to US$2.50 per ADS (or up to US$0.50 per ordinary share) payable if certain milestones related to Amryt’s product Filsuvez are achieved.
The total transaction value implied by the transaction at close is approximately US$1.25 billion in upfront consideration, representing a 107% premium based on Amryt ADS’ closing price of US$7.00 on January 6, 2023, plus CVRs representing an additional approximately US$225 million of potential consideration.
Marco Vecchia, Chief Executive Officer of Chiesi Group, said: “With this transaction, we are further expanding our commitment to people living with rare diseases, the majority of which still have no cure or approved treatment. This addition of the Amryt portfolio, as well as their expertise, will help us on our journey to bring medicines to patients, no matter how rare their condition may be.
“We look forward to working with Amryt towards a successful closing of the transaction. 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.”
Dr. Joe Wiley, Chief Executive Officer of Amryt Pharma, said: “I am incredibly proud of what Amryt has accomplished for patients, their families, healthcare professionals and shareholders since we established our business in 2015. In less than 8 years, we have built from the ground up, a high growth and globally respected company in the biotechnology industry and the rare disease space.
“These accomplishments are a testament to the Amryt team’s commitment and passion for patients that are impacted by rare and orphan diseases. Chiesi is aligned with Amryt’s commitment and passion and I believe Chiesi will further maximise the value of Amryt’s current portfolio and pipeline and most importantly, will accelerate our ability to reach more patients in need globally.”