Teva Completes Acquisition of Auspex Pharmaceuticals
05 Mai 2015 - 3:00PM
Business Wire
Strengthens core CNS specialty business with
high promise in movement disorder treatments; expected to provide
short and long-term value for Teva shareholders
Teva Pharmaceutical Industries Ltd., (NYSE:TEVA) announced today
that the acquisition of Auspex Pharmaceuticals, Inc. (NASDAQ: ASPX)
has been completed through the successful tender offer for all of
the outstanding shares of common stock of Auspex at $101.00 per
share in cash, representing total consideration of approximately
$3.2 billion in enterprise value and approximately $3.5 billion in
equity value. The acquisition is expected to enhance Teva’s revenue
and earnings growth profile and strengthen its core central nervous
system franchise.
Auspex is an innovative biopharmaceutical company specializing
in applying deuterium chemistry to known molecules to create novel
therapies with the potential for improved safety and efficacy
profiles. Its lead compound is SD-809 (deutetrabenazine) for the
potential treatment of chorea associated with Huntington’s disease,
tardive dyskinesia, and Tourette syndrome. “We believe that
combining the Auspex portfolio with our strong research and
commercialization capabilities will unlock significant value for
Teva’s shareholders,” said Erez Vigodman, President and CEO of
Teva. “We are proud and excited to continue to work to bring
innovative treatments to the underserved movement disorder
markets.”
In April, data were presented on topline results of a Phase III
study of SD-809 in Huntington’s in a platform presentation at the
American Academy of Neurology’s Annual Meeting. The compound has
been granted orphan drug status by the U.S. Food and Drug
Administration and the NDA is expected to be submitted in the
second quarter of this year.
“The opportunity to bring relief to the many patients who face
the debilitating effects of movement disorders and suffer from the
effects of conditions such as chorea and tardive dyskinesia is
greatly needed and humbling,” said Michael Hayden, MD, PhD, Teva’s
President of Global R&D and Chief Scientific Officer. “We are
eager to continue the exciting work that the Auspex team has
started, and believe the portfolio is a natural fit for our
development programs.”
“Within Global Specialty Medicines, we have a rich history in
building relationships with patients and physicians to match
treatments to those affected with CNS disorders,” said Rob
Koremans, MD, President and CEO of Global Specialty Medicines at
Teva. “People living with movement disorders and those around them
often need support and services beyond medication. We have the
infrastructure, existing strong relationships with neurologists,
therapeutic expertise in CNS and passion in place to assist
them.”
The tender offer expired at 12:01 a.m., Eastern Time, today, May
5, 2015. The depositary for the offer advised Teva that, as of the
expiration of the tender offer, a total of 24,889,292 shares were
validly tendered into and not validly withdrawn (not including
613,455 shares tendered pursuant to notices of guaranteed
delivery), representing approximately 77.7% of Auspex’s outstanding
shares. The condition to the tender offer that at least a majority
of the outstanding shares of Auspex’s common stock be validly
tendered and not validly withdrawn prior to the expiration of the
tender offer was thus satisfied and, accordingly, all such validly
tendered shares were accepted for payment. Teva will promptly pay
for all such shares in accordance with the terms of the tender
offer.
Following the completion of the tender offer, Teva completed the
acquisition of Auspex through a merger effected under Section
251(h) of the General Corporation Law of the State of Delaware. As
a result of the merger, each share of Auspex that was not validly
tendered in the tender offer (other than shares held by any
stockholder of Auspex who properly demanded appraisal of such
shares under the applicable provisions of Delaware law) was
cancelled and converted into the right to receive the same $101.00
per share in cash that will be paid in the tender offer. Also as a
result of the merger, Auspex became a wholly owned subsidiary of
Teva, and shares of Auspex will cease to be traded on the NASDAQ
Global Market, effective later today.
About Teva
Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a
leading global pharmaceutical company that delivers high-quality,
patient-centric healthcare solutions to millions of patients every
day. Headquartered in Israel, Teva is the world’s largest generic
medicines producer, leveraging its portfolio of more than 1,000
molecules to produce a wide range of generic products in nearly
every therapeutic area. In specialty medicines, Teva has a
world-leading position in innovative treatments for disorders of
the central nervous system, including pain, as well as a strong
portfolio of respiratory products. Teva integrates its generics and
specialty capabilities in its global research and development
division to create new ways of addressing unmet patient needs by
combining drug development capabilities with devices, services and
technologies. Teva's net revenues in 2014 amounted to $20.3
billion. For more information, visit www.tevapharm.com.
Teva's Safe Harbor Statement under the U. S. Private
Securities Litigation Reform Act of 1995:
This release contains forward-looking statements, which are
based on management’s current beliefs and expectations and involve
a number of known and unknown risks and uncertainties that could
cause our future results, performance or achievements to differ
significantly from the results, performance or achievements
expressed or implied by such forward-looking statements. Important
factors that could cause or contribute to such differences include
risks relating to: our ability to successfully integrate Auspex and
its lead product, SD-809, into our business; the possibility that
we may not realize the expected benefits and synergies from our
acquisition of Auspex, including the transaction’s impact on our
revenue, earnings-growth profile and CNS franchise; future results
of on-going or later clinical trials for Auspex’s product
candidates, including SD-809; our ability to develop and
commercialize additional pharmaceutical products; competition for
our innovative products, especially Copaxone® (including
competition from orally-administered alternatives, as well as from
potential purported generic equivalents) and our ability to migrate
users to our 40 mg/mL version; the possibility of material fines,
penalties and other sanctions and other adverse consequences
arising out of our ongoing FCPA investigations and related matters;
our ability to achieve expected results from the research and
development efforts invested in our pipeline of specialty and other
products; our ability to reduce operating expenses to the extent
and during the timeframe intended by our cost reduction program;
our ability to identify and successfully bid for suitable
acquisition targets or licensing opportunities, or to consummate
and integrate acquisitions; the extent to which any manufacturing
or quality control problems damage our reputation for quality
production and require costly remediation; increased government
scrutiny in both the U.S. and Europe of our patent settlement
agreements; our exposure to currency fluctuations and restrictions
as well as credit risks; the effectiveness of our patents,
confidentiality agreements and other measures to protect the
intellectual property rights of our specialty medicines; the
effects of reforms in healthcare regulation and pharmaceutical
pricing, reimbursement and coverage; governmental investigations
into sales and marketing practices, particularly for our specialty
pharmaceutical products; adverse effects of political or economic
instability, major hostilities or acts of terrorism on our
significant worldwide operations; interruptions in our supply chain
or problems with internal or third-party information technology
systems that adversely affect our complex manufacturing processes;
significant disruptions of our information technology systems or
breaches of our data security; competition for our generic
products, both from other pharmaceutical companies and as a result
of increased governmental pricing pressures; competition for our
specialty pharmaceutical businesses from companies with greater
resources and capabilities; the impact of continuing consolidation
of our distributors and customers; decreased opportunities to
obtain U.S. market exclusivity for significant new generic
products; potential liability in the U.S., Europe and other markets
for sales of generic products prior to a final resolution of
outstanding patent litigation; our potential exposure to product
liability claims that are not covered by insurance; any failure to
recruit or retain key personnel, or to attract additional executive
and managerial talent; any failures to comply with complex Medicare
and Medicaid reporting and payment obligations; significant
impairment charges relating to intangible assets, goodwill and
property, plant and equipment; the effects of increased leverage
and our resulting reliance on access to the capital markets;
potentially significant increases in tax liabilities; the effect on
our overall effective tax rate of the termination or expiration of
governmental programs or tax benefits, or of a change in our
business; variations in patent laws that may adversely affect our
ability to manufacture our products in the most efficient manner;
environmental risks; and other factors that are discussed in our
Annual Report on Form 20-F for the year ended December 31, 2014 and
in our other filings with the U.S. Securities and Exchange
Commission. Forward-looking statements speak only as of the date on
which they are made and we assume no obligation to update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise.
Teva Pharmaceutical Industries Ltd.IR:Kevin C. Mannix,
215-591-8912United StatesorRan Meir, -215-591-3033United
StatesorTomer Amitai, 972 3 926-7656IsraelorPR:Iris Beck
Codner, 972 3 926-7687IsraelorDenise Bradley,
215-591-8974United StatesorNancy Leone, 215-284-0213United
States
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