Jazz Pharmaceuticals to Acquire Celator for $1.5B

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Jazz Pharmaceuticals has agreed to acquire Celator Pharmaceuticals for approximately $1.5 billion, the companies said today, in a deal that adds an acute myeloid leukemia (AML) candidate to the buyer’s blood cancer portfolio.

Celator is preparing a regulatory filing in the U.S. for Vyxeos, which the company said in March had shown a statistically significant improvement in overall survival in patients with high-risk AML, including secondary AML and de novo AML with a karyotype characteristic of myelodysplastic syndrome. Vyxeos has received the FDA’s Breakthrough Therapy designation, as well as Orphan Drug designations from the FDA and European Commission.

“This acquisition would add a new orphan product with the potential for short- and long-term revenue generation and expansion of our international commercial platform,” Jazz Pharmaceuticals chairman and CEO Bruce Cozadd said in a statement. “Vyxeos will further diversify our product portfolio and is complementary to our clinical and commercial expertise in hematology/oncology.”

That expertise includes the marketed drug Defitelio® (defibrotide sodium), which in March won FDA approval for the treatment of adults and children with hepatic veno-occlusive disease (VOD), with renal or pulmonary dysfunction following hematopoietic stem cell transplantation (HSCT). The drug is the subject of Phase III trial preparation for VOD in high-risk patients post-HSCT, with the first patient set to be dosed in the fourth quarter.

Added Celator CEO Scott Jackson: “We believe that Jazz Pharmaceuticals' clinical and commercial expertise in hematology/oncology and existing international infrastructure will help realize the value of Vyxeos as a treatment to patients with AML.”

Jazz Pharmaceuticals said it expects the deal to add to its non-GAAP adjusted earnings per share starting in 2018. At $30.25 per share, Jazz agreed to pay a 72.6% premium to Celator's Friday closing share price.

Jazz Pharmaceuticals plans to acquire Celator through a tender offer and second step merger.  The transaction is expected to close in the third quarter of 2016, subject to customary conditions that include the tender of a majority of the outstanding shares of Celator common stock, and expiration or termination of the Hart–Scott–Rodino waiting period.

Stockholders holding approximately 18.4% of Celator's outstanding shares of common stock—including executive officers, members of the Celator board of directors, and certain investment funds affiliated with the members of the board of directors—have agreed to tender their shares in the tender offer, the companies added.

Jazz Pharmaceuticals said it expected to finance the transaction through a combination of cash on hand and borrowing under its senior secured credit facility.








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