[COLOR="#000000"]The Bayer Group plans to further strengthen its oncology portfolio with the acquisition of Norwegian pharmaceutical company Algeta ASA, Oslo. “We have already successfully collaborated with Algeta to develop and commercialize the cancer drug Xofigo™. The planned acquisition would give us full control over Xofigo™. We are absolutely convinced of the potential of this drug and the underlying technology to provide patients with innovative treatment options,” commented Bayer CEO Dr. Marijn Dekkers.
Bayer has reached an agreement with Algeta’s Board of Directors to make a recommended voluntary public takeover offer to Algeta’s shareholders, and is offering them NOK 362 per share in cash. The offer implies an equity value of NOK 17.6 bn (EUR 2.1 bn) and an enterprise value of NOK 16.2 bn (EUR 1.9 bn). The offer price represents a premium of 37 % over the closing price on November 25, 2013, the day before Algeta confirmed that it had received a preliminary, non-binding acquisition proposal from Bayer, or a premium of 48 % over the unaffected three-month volume-weighted average share price on November 25, 2013.
The Board of Directors of Algeta has unanimously decided to recommend acceptance of the offer to its shareholders. In addition, Bayer has obtained pre-acceptances for approximately 14 % of the shares in Algeta, including pre-acceptances from all members of Algeta’s Board of Directors as well as from Algeta’s largest shareholder, HealthCap IV.
Bayer intends to make the offer through a subsidiary of Bayer Nordic SE once the offer document has been cleared by the Oslo Stock Exchange. The successful completion of the transaction is subject to certain conditions, including a minimum acceptance level of 90% of the share capital and approval by the relevant antitrust authorities. The complete details of the offer, including all terms and conditions, will be included in an offer document expected to be distributed to Algeta’s shareholders in January 2014. Bayer expects to close the transaction during the first quarter of 2014.
Bayer and Algeta have collaborated since 2009 to develop and commercialize radium-223 dichloride, which was approved in the United States in May 2013 under the tradename Xofigo™ and is being co-promoted there by Algeta and Bayer. The European Commission granted marketing authorization for the product in November 2013. “Xofigo™ can provide a meaningful clinical benefit to many patients with castration-resistant prostate cancer, symptomatic bone metastases and no known visceral metastases,” said Olivier Brandicourt, CEO of Bayer HealthCare. “This transaction will strengthen our oncology business and support our efforts to provide patients with innovative treatment options. We plan to work together with the Algeta team to leverage the full value of this business.”
Xofigo™ is an alpha-particle-emitting radioactive therapeutic agent for the treatment of patients with castration-resistant prostate cancer (CRPC), symptomatic bone metastases and no known visceral metastatic disease. Xofigo™ is one of Bayer’s top five recently launched pharmaceutical products, which the company considers to have a total peak sales potential of more than EUR 5.5 billion per year. It is estimated that Xofigo™ alone could achieve peak annual sales of at least EUR 1 billion if it receives marketing authorization in further indications.[/color]