Shire Officially Snaps Up NPS Pharmaceuticals, Inc. in $5.2 Billion Deal
January 12, 2015
By Mark Terry, BioSpace.com Breaking News Staff
As rumored in December, Dublin-based Shire plc announced Sunday that it has inked a merger agreement with Bedminster, N.J.-based for $5.2 billion. Shire will scoop up all the outstanding shares of NPS Pharma for $46 per share in cash. The deal has been unanimously approved by the boards of both companies.
“The acquisition of NPS Pharma is a significant step in advancing Shire’s strategy to become a leading biotechnology company,” said Shire chief executive Flemming Omskov in a statement. “With our global strength and expertise in both rare diseases and GI, Shire is uniquely positioned to drive the continued success of GATTEX/REVESTIVE, and, if approved, commercialize NPS Pharma’s pipeline compound NATPARA/NATPAR.”
NPS Pharma focuses on rare diseases. Its first product, GATTEX (teduglutide [rDNA origin]) for injection, is marketed in the U.S. to treat short bowel syndrome. It is working to launch the compound in Europe under the name REVESTIVE. Another product, NATPARA in the U.S., called NATPAR in Europe, is currently under review for the treatment of hypoparathyroidism (HPT).
Shire focuses on neuroscience, rare diseases, GI and internal medicine. It is best known for ADHD medications and ulcerative colitis therapeutics.
In July 2014 Shire and Chicago-based Abbvie announced a merger agreement, but after the U.S. Treasury Department tightened regulations over so-called tax inversion laws, the deal fell apart. A tax inversion is when a U.S. company acquires a company in a country with a lower corporate tax rate, then shifts its headquarters to the country to take advantage of the lower rate.
After the breakup, Shire gained a $1.64 billion break-up fee from AbbVie. In addition, the company recently arranged a $2.1 billion loan facility.
“Shire shares NPS Pharma’s commitment to patients with rare diseases,” said NPS Pharma President and CEO François Nader in a statement. “We believe that joining our two companies will drive value for shareholders and ensure we continue to transform the lives of patients with short bowel syndrome, hypoparathyroidism, and autosomal dominant hypocalcemia worldwide. I am confident that this transaction will accelerate our ambition of creating a world where every person living with a rare disease has a therapy.”
Pending typical conditions such as Hart-Scott-Rodino clearance, the deal is expected to close in the first quarter of 2015. Financial advisors for Shire are Citigroup Global Markets Limited. Financial advisors to NPS Pharma are Goldman, Sachs & Co. and Leerink Partners. Legal advisors for Shire are Davis Polk & Wardwell and Slaughter & May. Legal advisors to NPS are Skadden, Arps, Slate, Meagher & Flom.