Horizon Pharma plc and Hyperion Therapeutics, Inc. announced today a definitive agreement wherein Horizon Pharma will acquire all of the issued and outstanding shares of Hyperion’s common stock for $46.00 per share in cash or approximately $1.1 billion based on a fully diluted basis. The proposed transaction has been unanimously approved by both companies’ boards of directors.
“The Hyperion acquisition will expand and diversify our product portfolio by adding two complementary orphan disease products, RAVICTI and BUPHENYL, and leverage as well as expand the existing infrastructure of our orphan disease business,” said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. “This transaction will be immediately accretive to adjusted EPS and we expect the contribution of RAVICTI and BUPHENYL in 2016 will add approximately $100 million to our adjusted EBITDA, including cost synergies contributing greater than $50 million. Additionally, this acquisition further accelerates our near- and long-term sales and adjusted EBITDA growth and provides significant value for both Horizon and Hyperion shareholders.”
“During the last two years, we have solidified our position in the orphan disease space and made significant progress in bringing life-changing medicines to people with urea cycle disorders,” said Donald J. Santel, president and chief executive officer, Hyperion Therapeutics, Inc. “I would like to thank my colleagues for their tireless commitment to advancing the clinical development and understanding of RAVICTI, BUPHENYL and urea cycle disorders. Horizon shares our commitment and I’m confident that the strength of its existing orphan business unit will continue to expand the reach of these important medicines to more patients impacted by these disorders.”
This transaction will increase the number of Horizon’s products from five to seven, along with the addition of RAVICTI and BUPHENYL. This provides additional revenue diversification, it leverages Horizon’s orphan business unit with attractive revenue and operating synergies. Along with these there is an expected 2016 adjusted EBITDA of approximately $100 million from the acquired business with expected cost synergies of more than $50 million.
The acquisition states that an all cash tender offer for all the issued and outstanding shares of Hyperion common stock at a price of $46.00 per share will be followed by a merger in which each remaining untendered share of Hyperion common stock would be converted into the $46.00 per share cash consideration paid in the tender offer.
Horizon has created these agreements with certain stockholders of Hyperion, along with certain members of the Hyperion management team and certain funds from members of the Hyperion board of directors. The transaction is pursuant to which each of these stockholders has agreed to tender Hyperion common shares owned of record which in the aggregate represent approximately 21 percent of the outstanding Hyperion common shares according to the date the agreements were made.
Closing of the transaction is subject to customary conditions, including the tender of a majority of the outstanding Hyperion shares and expiration or termination of the HSR. It is anticipated that the transaction will close in the second quarter of 2015. A conference call will transpire today at 8 A.M. ET at 8 a.m. Eastern Time today. Horizon’s management will host the conference call and live audio webcast to discuss the transaction and related matters of the acquisition.
About Horizon Pharma
Horizon Pharma Public Limited Company is a pharmaceutical company that develops and markets medicine through its subsidiaries in the US. The company was founded in 2005 and is headquartered in Dublin, Ireland. Their products are for the treatment of inflammatory illnesses diseases. As of March 2014, the company has a market capitalization of $1.18 billion and an enterprise value of $1.21 billion. Horizon Pharma stock market evolution: http://www.marketwatch.com/investing/stock/hznp
About Timothy P. Walbert
Timothy P. Walbert joined Horizon Pharma in June 2008 as president and chief executive officer and has served as chairman of the board of directors since 2010. Mr. Walbert received his B.A. in business from Muhlenberg College, in Allentown, Pennsylvania.
About Hyperion Therapeutics
Hyperion Therapeutics, Inc. is a commercial-stage biopharmaceutical company that develops and delivers life-changing treatments for patients suffering from orphan diseases. Hyperion Therapeutics stock market evolution: http://finance.yahoo.com/q?s=HPTX
About Donald J. Santel
Donald J. Santel has served as CEO since June 2008, and has been a member of the board of directors since 2007. Mr. Santel was previously a member of the board of directors and the CEO of CoTherix, Inc., a biopharmaceutical company. He brought CoTherix public in 2004, when he was responsible for all aspects of the business and led the sale of CoTherix to Actelion in 2007. Mr. Santel holds an MS in electrical engineering from the University of Minnesota and a BSE in biomedical engineering from Purdue University.