UCB has entered into a definitive agreement to acquire Zogenix, a global biopharmaceutical company commercializing and developing therapies for rare diseases.
Under the terms of the agreement, UCB will commence a tender offer to purchase all outstanding shares of Zogenix for a purchase price per share of US$ 26.00 in cash, plus a contingent value right (CVR) for a potential cash payment of US$ 2.00 upon EU approval by December 31, 2023, of FINTEPLA® as an orphan medicine for treatment of Lennox-Gastaut syndrome (LGS).
The total transaction is valued at up to approximately US$ 1.9 billion.
The board of directors of both companies have unanimously approved the transaction, the closing of which remains subject to the tender of shares representing at least a majority of the total number of Zogenix’s outstanding shares, receipt of required antitrust clearances, and other customary conditions.
Upon the successful completion of the tender offer, UCB’s acquisition subsidiary will be merged into Zogenix, and any remaining shares of common stock of Zogenix will be cancelled and converted into the right to receive the same consideration per share offered in the tender offer. The transaction is expected to close by the end of the second quarter of 2022.
The transaction will broaden and build upon UCB’s continued commitment to addressing unmet needs of people living with specific or rare forms of epilepsy, in particular, adding FINTEPLA® to UCB’s existing product line.
FINTEPLA® has been approved by the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) and is under regulatory review in Japan, for the treatment of seizures associated with Dravet syndrome in patients two years of age and older. Zogenix is also pursuing indications for the use of FINTEPLA® in the treatment of seizures associated with additional rare epilepsies, Lennox-Gastaut syndrome (LGS) and CDKL5 Deficiency Disorder (CDD).
Zogenix has submitted a Type II Variation Application to the EMA, and the U.S. FDA recently accepted for filing Zogenix’s supplemental New Drug Application (sNDA), granting Priority Review, for LGS. Beginning in childhood, Dravet syndrome and Lennox-Gastaut syndrome are two of the most devastating and life-long forms of epilepsy.
“The proposed acquisition of Zogenix reinforces UCB’s sustainable patient value strategy and continued commitment to addressing unmet needs of people living with epilepsy with an increasing focus on those living with specific or rare forms of epilepsy, where few options exist. Complementing UCB’s existing therapeutic offerings, the Zogenix acquisition provides UCB with an approved medicine for a life-threatening, rare infant- and childhood-onset epilepsy marked by frequent and severe treatment-resistant seizures, that are particularly challenging to treat,” said Charl van Zyl, Executive Vice President, Neurology & Head of Europe/International Markets, UCB.
“Utilizing our deep expertise, experience and global capabilities, we plan to accelerate access for patients to the treatment. We look forward to welcoming the Zogenix team to UCB, benefiting from their insights and working together to maximize the reach and impact of their medicines for the benefit of as many people as possible.”
“We are delighted to announce UCB’s proposed acquisition of Zogenix, recognizing the value of our lead medicine, both for the important role it has already begun to play for Dravet patients and their caregivers, and for its potential to help many others in the future,” said Stephen J. Farr, PhD, President and Chief Executive Officer of Zogenix.
“We are excited for the potential opportunities ahead of us, working together to accelerate our mission and progress to improve the care of patients in need of new therapies. We believe this transaction is in the best interests of both patients and our shareholders.”