Allergan plans to acquire Tobira Therapeutics for up to $1.695 billion, the companies said today, in a deal that will expand the buyer’s gastroenterology R&D pipeline.
Tobira specializes in developing and commercializing therapies for nonalcoholic steatohepatitis (NASH) and other liver diseases. In buying Tobira, Allergan is adding two NASH candidates, Cenicriviroc (CVC) and Evogliptin—and signaling that treatments against the liver disease will be key to its gastroenterology portfolio.
CVC is a first-in-class, once-daily, oral Phase III-ready potent immunomodulator designed to block two chemokine receptors, CCR2 and CCR5, both involved in the inflammatory and fibrogenic pathways in NASH. In the Phase IIb CENTAUR study, CVC showed clinically and statistically significant improvement in fibrosis of at least one stage without worsening of NASH after 1 year of treatment.
“With this acquisition, Allergan will now have one of the strongest portfolios of development-stage programs for the treatment of NASH, with Cenicriviroc as the cornerstone,” Allergan CEO and President Brent Saunders said in a statement. “We will continue to look for differentiated development-stage assets that can bolster this position and enhance our commitment to innovation in this disease.”
Evogliptin, an oral dipeptidyl peptidase-4 (DPP-4) inhibitor, is the subject of a Phase I study assessing the safety, tolerability, and steady-state pharmacokinetic parameters of the compound when administered with and without CVC.
“NASH treatment may well require a multitherapeutic approach to address the multiple factors of the disease,” added David Nicholson, Allergan’s chief R&D officer.
Gastroenterology is one of Allergan’s areas of R&D focus, along with the central nervous system, eye care, medical aesthetics and dermatology, women's health, urology, and anti-infective treatments.
Through a subsidiary, Allergan will commence a tender offer to purchase all outstanding Tobira common stock shares for $28.35 per share cash upfront, plus one Contingent Value Right to receive up to $49.84 per share tied to achieving development, regulatory, and commercial milestones. The tender offer is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of outstanding Tobira shares.
Holders of approximately 36% of Tobira’s outstanding shares of common stock have agreed to tender their shares. Allergan plans to acquire any Tobira shares not tendered into the offer through a second-step merger “as soon as practicable” after the closing of the tender offer.
The boards of both companies have unanimously approved the transaction, which Allergan said it expected to close by year’s end.
Allergan’s planned acquisition of Tobira is the buyer’s third announced this month. On September 13, Allergan said it will purchase Vitae Pharmaceuticals for approximately $639 million, expanding its dermatology portfolio with Vitae’s two clinical candidates and two preclinical candidates.
And on September 6, Allergan bought RetroSense Therapeutics for $60 million-upfront-plus, adding to its eye care offerings with a Phase I/IIa gene therapy candidate for retinitis pigmentosa.