Belgian biopharmaceutical company UCB has agreed to acquire Zogenix, a company focused on therapies for rare diseases, for a total of up to $1.9bn.
Under the terms of the agreement, UCB, through its subsidiary Zinc Merger Sub, will place a tender offer to buy all outstanding shares of Zogenix at a price of $26 per share in cash.
The consideration also includes a contingent value right (CVR) for a potential cash payment of $2, upon securing EU approval for Fintepla, within 31 December 2023.
The upfront consideration indicates a 72% premium to Zogenix shares based on average closing stock price prior to the signing of agreement.
The closing of the tender offer is subject to tender of majority of Zogenix’s outstanding shares, receipt of required antitrust approvals, and others conditions.
Upon the completion of the transaction, UCB’s subsidiary will be merged into Zogenix, and any remaining shares of Zogenix common stock will be cancelled and encashed.
Zogenix president and chief executive officer Stephen J Farr said: “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.
“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.”
The acquisition of Zogenix will add Fintepla (fenfluramine) C-IV oral solution to UCB’s existing product line.
The drug has been approved by the US Food and Drug Administration (FDA) and the European Medicines Agency (EMA) to treat seizures related to Dravet syndrome.
Dravet syndrome is a rare form of epilepsy, characterised by frequent, treatment-resistant seizures, developmental, motor, and behavioural impairments, and elevated risk of sudden unexpected death in epilepsy (SUDEP).
Zogenix is also pursuing other indications for Fintepla, including for seizures related to Lennox-Gastaut syndrome (LGS) and CDKL5 Deficiency Disorder (CDD).
The company has filed a Type II Variation Application with the EMA, and has obtained the US FDA Priority Review for Fintepla to treat LGS.
The Belgian drugmaker intends to finance the acquisition of Zogenix by a combination of available cash resources and a new term loan.
The transaction is anticipated to be completed by the end of the second quarter 2022.
UCB Europe, International markets head and neurology executive vice president Charl van Zyl said: “The proposed acquisition of Zogenix reinforces UCB’s sustainable patient value strategy and continued commitment to addressing unmet needs of people living with epilepsy.
“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.
“Utilizing our deep expertise, experience and global capabilities, we plan to accelerate access for patients to the treatment.”
