Galenica Group has agreed to acquire Relypsa for about $1.53 billion, the companies said today, in a deal designed to strengthen the buyer’s Vifor Pharma unit with a dedicated U.S. commercial organization and a stronger U.S. presence in cardio-renal treatments.

The deal gives Galenica global rights to Relypsa’s lead product, the marketed hyperkalemia drug Veltassa® (patiromer). Veltassa won FDA approval last October as the first treatment for elevated blood potassium to reach the U.S. market in more than 50 years. That meshes with Vifor Pharma’s strategy of focusing on two core therapy areas, cardio-renal and gastroenterology.

In those areas, the companies said, Veltassa helps the combined company grow into a U.S. leader along with Vifor Pharma’s existing products, such as the intravenous iron deficiency treatment Ferinject® (ferric carboxymaltose). Vifor Fresenius Medical Care Renal Pharma is a drug developer that is 55% owned by Galenica and holds rights to Veltassa outside the U.S. and Japan.

In the U.S., Vifor Pharma markets Roche’s Mircera®, which is indicated for anemia associated with chronic kidney disease (CKD) in adults. In May, Vifor licensed U.S. commercial rights to the epoetin alfa biosimilar Retacrit™, for which Pfizer’s Hospira subsidiary is seeking FDA approval as a treatment for anemia associated with CKD, renal failure, and chemotherapy-induced anemia.

“The combination of Vifor Pharma and Relypsa is an important step towards achieving our goal of building a world-leading specialty pharmaceutical company focused on nephrology, cardiology and gastroenterology medicines,” Etienne Jornod, Galenica's executive chairman, said in a statement.

The acquisition comes ahead of a planned split of Galenica next year into two independent public companies: Vifor Pharma and Galenica Santé, the largest pharmacy network in Switzerland.

Founded in 2007, Relypsa focuses on discovering, developing, and commercializing polymeric medicines for patients with gastrointestinal tract conditions. Vifor Pharma “intends to” retain the Relypsa leadership team, the companies said.

The boards of both companies have approved the transaction, with Relypsa’s board agreeing to recommend the deal to its shareholders.

Galenica and Relypsa said the deal is expected to close during the third quarter, subject to customary conditions that include the tender of the majority of the outstanding Relypsa shares and the expiration or earlier termination of the waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976.

The acquisition is structured as an all-cash tender offer for all outstanding issued common stock of Relypsa, followed by a merger in which remaining shares of Relypsa would be converted into the same U.S. dollar per share consideration as in the tender offer. Relypsa is expected to be delisted from the NASDAQ and integrated into Vifor Pharma.

The transaction is not subject to a financing condition.

At $32 per share, Galenica’s offer for Relypsa reflects a 59% premium to yesterday’s closing share price for Relypsa of $20.10.

Shares of Relypsa surged nearly 59% in premarket trading, to $31.90 as of 8:01 a.m. this morning.








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