Arbor Pharmaceuticals plans to acquire XenoPort for approximately $467 million, adding two marketed products and a pipeline of specialty drugs to the buyer’s portfolio.
XenoPort’s marketed offerings consist of lead product Horizant® (gabapentin enacarbil), a drug indicated for moderate-to-severe primary restless legs syndrome and postherpetic neuralgia, and Regnite® (gabapentin enacarbil) extended-release tablets, which have been approved in Japan and also indicated for moderate-to-severe primary restless legs syndrome.
Horizant generated $13.7 million in Q1 sales, double the year-ago result, XenoPort said on May 5.
Astellas Pharma holds exclusive rights to develop and commercialize Regnite in Japan, although XenoPort is entitled to receive percentage-based high-teen royalties on net sales.
XenoPort’s pipeline includes XP23829, a monomethyl fumarate (MMF) prodrug product candidate created by company researchers. Last year, XenoPort completed a Phase II trial in patients with moderate-to-severe chronic plaque-type psoriasis, and XP23829 has been under development in that indication as well as for relapsing-forms of multiple sclerosis.
However, XenoPort discontinued development of XP23829, saying it needed to focus instead on commercializing Horizant. In March, XenoPort granted exclusive U.S. rights for the development and commercialization of XP23829 in psoriasis to Dr. Reddy’s Laboratories, in a deal that was expected to generate up to $490 million for XenoPort when it was announced in March.
The deal with Dr. Reddy’s came 5 months after XenoPort announced a restructuring aimed at focusing resources on development of Horizant—and including the layoff of 25 staffers and the retirement of the company’s CEO and co-founder Ronald W. Barrett, Ph.D., who was succeeded by Vincent J. Angotti.
The drug remains under clinical study by the National Institute on Alcohol Abuse and Alcoholism as a potential treatment for alcohol use disorder (AUD).
AUD is also the indication of another XenoPort pipeline drug that has been under license since 2014 to Indivior, arbaclofen placarbil, a prodrug of the R-isomer of baclofen. The license grants Indivior exclusive worldwide rights for all indications.
Also in XenoPort’s pipeline is XP21279, a prodrug of L-dopa that had been developed to treat Parkinson’s disease, but was also stopped by the company in order to focus on Horizant.
Arbor plans to commence a tender offer to purchase all outstanding shares of XenoPort for $7.03 per share—a 60% premium to the closing price of XenoPort shares on Friday.
The closing of the tender offer and merger are subject to customary conditions, including the tender of more than 50% of all outstanding shares of XenoPort.
Following the closing of the tender offer, the parties have agreed to a merger in which all shares not tendered in the tender offer will be converted into the right to receive $7.03 per share in cash.
The transaction is subject to review by the U.S. Government under the Hart–Scott–Rodino (HSR) Antitrust Improvements Act, as amended, and other customary closing conditions. The deal has been unanimously approved by the boards of both Arbor and XenoPort and is expected to close in the third quarter.
“This transaction provides immediate and substantial value to our stockholders, and we believe that Arbor is well positioned to provide the proper resources for a more expanded commercialization effort of Horizant,” XenoPort CEO Vincent J. Angotti said in a statement. “We evaluated many potential options to maximize the value for stockholders and believe this transaction represents a great outcome for XenoPort stockholders.”