DUBLIN, IRELAND -- (Marketwired) -- 05/07/15 --
Horizon Pharma plc (NASDAQ: HZNP), a specialty biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today announced that it has completed the acquisition of Hyperion Therapeutics, Inc. (NASDAQ: HPTX).
The acquisition of Hyperion occurred through a merger under Section 251(h) of the General Corporation Law of the State of Delaware following Horizon's successful tender for 86% of Hyperion's outstanding shares. As a result of the merger, all Hyperion shares that were not accepted for purchase in the tender offer (other than shares held by Hyperion and other than shares held by Hyperion stockholders who are entitled to and have properly demanded and perfected appraisal of such shares under Delaware law) were converted into the right to receive $46.00 per share in cash, without interest, less any applicable withholding of taxes, which is the same price that was paid in the tender offer.
Hyperion has requested that NASDAQ file a Form 25 with the United States Securities and Exchange Commission causing the delisting of Hyperion's common stock from NASDAQ. Hyperion's common stock will cease trading prior to the opening of trading on May 8, 2015.
Strategic and financial benefits of the transaction:
- Increases the number of Horizon's products from five to seven, with the addition of RAVICTI® and BUPHENYL® to Horizon's orphan business unit, providing additional revenue diversification
- Leverages Horizon's orphan business unit, offering attractive revenue and operating synergies
- Expected 2016 adjusted EBITDA of approximately $100 million from the acquired business with expected cost synergies of more than $50 million
"This is a transformational transaction for Horizon Pharma and adds two important medicines, RAVICTI and BUPHENYL, which will help strengthen our orphan business and set the foundation for continued growth," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. "Above all else, Horizon Pharma is a 'patients first' company -- so our goal through the integration of these medicines into our portfolio is to ensure continued access for the patients receiving treatment and the physicians who treat them."
RAVICTI and BUPHENYL are medicines for people with urea cycle disorders (UCDs), a collection of inherited metabolic disorders, which impact more than 2,000 people in the United States, of which only half are diagnosed. A marketing authorization application has been filed for European marketing of RAVICTI. The prevalence of UCD is similar in Europe and other international markets.
Net sales of RAVICTI and BUPHENYL for full year 2014 and Q1 2015 were $113.6 million and $31.2 million, respectively.
About Horizon Pharma plc
Horizon Pharma plc is a specialty biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs. The company markets seven medicines through its orphan, primary care and specialty business units. Horizon's global headquarters are in Dublin, Ireland. For more information, please visit www.horizonpharma.com.
Forward Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to Horizon's expected benefits from the acquisition of Hyperion, projected financial results for the combined company and other statements that are not historical facts. These forward-looking statements are based on Horizon's current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to those associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the
acquisition will not occur; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizon's shares could decline, as well as other risks related to the Horizon and Hyperion businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in Horizon's and
Hyperion's respective SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended December 31, 2014. Horizon undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.
Executive Vice President, Strategy and Investor Relations
Group Vice President, Corporate Communications
Source: Horizon Pharma plc
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