- Adds Two
Rare Disease Medicines and Further Diversifies Company Revenue
-
Horizon Pharma plc (NASDAQ:HZNP) a 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 Raptor Pharmaceutical Corp.
(NASDAQ:RPTP).
“The acquisition of Raptor directly aligns with our long-term
strategy and evolution into a rare disease focused company, where
now more than half of our medicines are used to treat patients with
rare diseases,” said Timothy P. Walbert, chairman, president and
chief executive officer, Horizon Pharma plc. “The added
infrastructure in Europe and other key international markets will
further benefit the access to both our current and newly acquired
medicines as well as position us for the potential introduction of
ACTIMMUNE® for Friedreich’s ataxia in Europe in future years if the
results of the Phase 3 trial are positive.”
Strategic rationale
- Strengthens Horizon Pharma’s focus on rare diseases and
provides expansion into Europe and other international
markets.
- Adds PROCYSBI® (cysteamine bitartrate) delayed-release capsules
and QUINSAIR™ (aerosolized form of levofloxacin) global rights,
with PROCYSBI having strong patent protection through 2034.
- Diversifies revenue with 11 medicines across three business
units: orphan, rheumatology and primary care.
Financial impact
- Including the expected impact of the Raptor acquisition for the
remainder of 2016, Horizon Pharma is raising its full-year 2016 net
sales guidance on a GAAP basis, including the previously announced
$65 million settlement with Express Scripts as a one-time
reduction, to approximately $980 to $985 million. Horizon
Pharma is raising its net sales guidance on a non-GAAP adjusted
basis to approximately $1.045 to $1.050 billion excluding the $65
million settlement. The exclusion of the $65 million
settlement from GAAP net sales guidance is the only adjustment
reflected in Horizon Pharma’s full-year 2016 non-GAAP adjusted net
sales guidance. Net sales from Raptor medicines for the last
two months of 2016 are expected to add between $20 and $25 million
to Horizon Pharma total net sales.
- Including the expected impact of the Raptor acquisition for the
remainder of 2016, Horizon Pharma is confirming its full-year 2016
adjusted EBITDA guidance of approximately $450 to $460
million.
- As previously announced, Horizon Pharma expects the acquisition
of Raptor to be accretive to adjusted EBITDA in 2017. Horizon
Pharma will provide guidance for 2017 net sales and adjusted EBITDA
in the first quarter of 2017.
Transaction detailsThe depositary for the
tender offer has advised Horizon Pharma and Raptor that, as of the
expiration of the tender offer at midnight, New York time, at the
end of the day on October 24, 2016, a total of 71,590,496 shares of
Raptor common stock were validly tendered and not validly
withdrawn, representing approximately 83% of Raptor’s outstanding
shares. In addition, the depositary advised that Notices of
Guaranteed Delivery have been delivered with respect to 3,014,509
additional shares, representing approximately 3.5% of Raptor’s
outstanding shares. All of the conditions to the offer have
been satisfied and on October 25, 2016, Horizon Pharma and Misneach
Corporation accepted for payment and will promptly pay for all
shares validly tendered and not validly withdrawn prior to the
expiration of the tender offer.
Following its acceptance of the tendered shares, Horizon Pharma
completed its acquisition of Raptor through the merger of Misneach
Corporation with and into Raptor without a vote of Raptor’s
stockholders pursuant to Section 251(h) of the Delaware General
Corporation Law. As a result of the merger, Raptor became an
indirect wholly owned subsidiary of Horizon Pharma. In
connection with the merger, all Raptor shares not validly tendered
into the tender offer (other than shares owned by Raptor, Horizon
Pharma, Misneach Corporation or any of their respective direct or
indirect wholly owned subsidiaries and shares held by any person
who was entitled to and has properly demanded statutory appraisal
of his, her or its shares) have been canceled and converted into
the right to receive the same $9.00 per share in cash, without
interest (less any required withholding taxes) as will be paid for
all shares that were validly tendered and not validly withdrawn in
the tender offer. Raptor common stock will cease to be traded
on the NASDAQ Global Select Market.
About Horizon Pharma plcHorizon Pharma plc is a
biopharmaceutical company focused on improving patients' lives by
identifying, developing, acquiring and commercializing
differentiated and accessible medicines that address unmet medical
needs. Horizon Pharma markets 11 medicines through its
orphan, rheumatology and primary care business units. For
more information, please visit www.horizonpharma.com. Follow
@HZNPplc on Twitter or view careers on our LinkedIn page.
Note Regarding Use of Non-GAAP Financial
Measures EBITDA, or earnings before interest, taxes,
depreciation and amortization, adjusted EBITDA and non-GAAP
adjusted net sales are used and provided by Horizon Pharma as
non-GAAP financial measures. Adjusted EBITDA and non-GAAP
adjusted net sales are intended to provide additional information
on Horizon Pharma’s performance, operations, profitability and cash
flows. Adjustments to Horizon Pharma’s GAAP figures as well
as EBITDA exclude acquisition-related expenses, an upfront fee for
a license of a patent and settlement amounts in relation to prior
litigation, as well as non-cash items such as share-based
compensation, depreciation and amortization, royalty accretion,
non-cash interest expense and other non-cash adjustments.
Certain other special items or substantive events may also be
included in the non-GAAP adjustments periodically when their
magnitude is significant within the periods incurred. Horizon
Pharma maintains an established non-GAAP cost policy that guides
the determination of what costs will be excluded in non-GAAP
measures. Horizon Pharma believes that these non-GAAP
financial measures, when considered together with the GAAP figures,
can enhance an overall understanding of Horizon Pharma’s financial
and operating performance. The non-GAAP financial measures
are included with the intent of providing investors with a more
complete understanding of Horizon Pharma’s expected 2016 financial
results and trends and to facilitate comparisons between periods
and with respect to projected information. In addition, these
non-GAAP financial measures are among the indicators Horizon
Pharma’s management uses for planning and forecasting purposes and
measuring Horizon Pharma’s performance. For example, adjusted
EBITDA is used by Horizon Pharma as one measure of management
performance under certain incentive compensation arrangements.
These non-GAAP financial measures should be considered in
addition to, and not as a substitute for, or superior to, financial
measures calculated in accordance with GAAP. The non-GAAP
financial measures used by Horizon Pharma may be calculated
differently from, and therefore may not be comparable to, non-GAAP
financial measures used by other companies. Horizon Pharma
has not provided reconciliations of its full-year 2016 adjusted
EBITDA outlook to an expected net income (loss) outlook because
certain items, such as acquisition-related expenses and share-based
compensation, that are a component of net income (loss) and impact
GAAP income taxes expenses, cannot be reasonably estimated at this
time or projected due to the significant impact of changes in
Horizon Pharma’s share price and forecasted full-year income by
country, the variability associated with the size or timing of
acquisitions and other factors. These components of net
income (loss) could significantly impact Horizon Pharma’s actual
net income (loss).
Forward-Looking Statements This press release
contains forward-looking statements, including, but not limited to,
statements related to the expected benefits of the Raptor
acquisition, Horizon Pharma’s strategy, plans, objectives,
expectations (financial or otherwise) and intentions, future
financial results and growth potential, including Horizon Pharma’s
expected full-year 2016 net sales, non-GAAP adjusted net sales and
adjusted EBITDA, expected patent terms, development programs and
other statements that are not historical facts. These
forward-looking statements are based on Horizon Pharma’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 associated with the Raptor
acquisition, 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 transaction will not occur; risks related
to future opportunities and plans for Raptor and its medicines and
infrastructure, including uncertainty of the expected financial
performance of Raptor’s medicines and whether and when the Raptor
acquisition will be accretive to Horizon Pharma’s adjusted EBITDA;
disruption from the Raptor acquisition, making it more difficult to
conduct business as usual or maintain relationships with customers,
employees or suppliers; the calculations of, and factors that may
impact the calculations of, the acquisition price in connection
with the Raptor acquisition and the allocation of such acquisition
price to the net assets acquired in accordance with applicable
accounting rules and methodologies and the possibility that if the
Raptor acquisition does not result in the expected benefits as
rapidly or to the extent anticipated by financial analysts or
investors, the market price of Horizon Pharma’s ordinary shares
could decline, risks associated with clinical development and
regulatory approval of ACTIMMUNE as a potential treatment for
Friedreich’s ataxia, as well as other risks related to Horizon
Pharma’s business detailed from time-to-time under the caption
“Risk Factors” and elsewhere in Horizon Pharma's SEC filings and
reports, including in its Annual Report on Form 10-K for the year
ended December 31, 2015, its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2016 and its Current Report on Form 8-K
filed with the SEC on October 13, 2016. Horizon Pharma
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its expectations.
Contacts:Investors:John ThomasExecutive Vice
President, Strategy and Investor
RelationsInvestor-relations@horizonpharma.com
Tina VenturaVice President, Investor
Relationsinvestor-relations@horizonpharma.com
U.S. Media:Geoff CurtisSenior Vice President, Corporate
Communications media@horizonpharma.com
Ireland Media:Ray GordonGordon MRM
ray@gordonmrm.ie
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