BioScrip (BIOS) and Option Care announced that they have entered into a definitive merger agreement. The combination is expected to create an independent provider with the national reach, comprehensive therapy offering and financial capacity. Under the terms of the merger agreement, BioScrip will issue new shares to Option Care’s shareholder, which is owned by investment funds affiliated with Madison Dearborn Partners, or MDP, and Walgreens Boots Alliance (WBA), in an all-stock transaction. Upon completion of the transaction, MDP funds and WBA will beneficially own approximately 80% of the combined publicly traded company on a fully diluted basis, with current BioScrip shareholders holding the remainder. The combined company’s common stock will continue to be listed on the Nasdaq Global Market. The transaction has been unanimously approved by the boards of directors of both BioScrip and Option Care. The combined company will be led by Option Care CEO John Rademacher and Option Care CFO Mike Shapiro and will incorporate talent, processes and systems from both Option Care and BioScrip. BioScrip president and CEO Daniel Greenleaf will remain active in the combined company as a special advisor to its board. The transaction is expected to drive meaningful operating and supply chain efficiencies, generating over $60M in net synergies forecasted to realize full run-rate within 24 months of the transaction closing. These forecasted synergies and the combined company’s enhanced scale with pro-forma 2018 revenue of more than $2.6B are expected to enable top- and bottom-line growth. Additionally, BioScrip and Option Care have secured committed financing to refinance and simplify the combined company’s capital structure, which is expected to have no near-term maturities, no preferred equity and no financial maintenance covenant. The new capital structure is expected to provide the combined company with a materially lower pro-forma combined net leverage ratio, a lower cost of capital, significant additional liquidity and a path for continued deleveraging. The combined company will pursue a balanced capital allocation strategy, continuing to invest in and enhance patient experiences, as well as its people and services to drive organic growth, while managing its debt profile and continuing to de-lever in a disciplined fashion. The transaction, which is expected to be completed in the second half of 2019, is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by BioScrip shareholders.
https://thefly.com/landingPageNews.php?id=2879789
Friday, March 15, 2019
OncoMed declares special dividend of contingent value rights
OncoMed (OMED) announced that its board of directors declared a one-time special dividend in the form of a contractual right to receive, on a pro rata basis, cash payments from OncoMed upon the actual receipt by OncoMed or its affiliates of certain contingent cash amounts in the future following the exercise by Celgene (CELG) or certain of Celgene’s affiliates of the exclusive option granted by OncoMed to Celgene in relation to OncoMed’s etigilimab product. More specifically, if a specified approval or sales milestone is achieved or if royalties are paid by Celgene to OncoMed or its affiliates in respect of the etigilimab product, the special dividend will entitle stockholders to receive an amount in cash equal to such holder’s pro rata portion of any cash payments made by Celgene and actually received by OncoMed or its affiliates in respect thereof, net of any tax and reasonable costs and expenses incurred by OncoMed or its affiliates in connection with such payments. All payments will be made to stockholders of record as of the close of business on April 5. The special dividend will be distributed as of the close of business on April 5. In the event that OncoMed receives no payment amounts under the TIGIT license agreement, OncoMed stockholders will not receive any cash payments pursuant to this special dividend. There can be no assurance that any of the applicable milestones and royalties under the TIGIT license agreement will be achieved or that any stockholders will receive payments.
https://thefly.com/landingPageNews.php?id=2879805
https://thefly.com/landingPageNews.php?id=2879805
Axsome Therapeutics price target raised to $16 from $13 at Cantor Fitzgerald
Cantor Fitzgerald analyst Charles Duncan raised his price target for Axsome Therapeutics to $16 from $13 following the company’s Q4 results. The analyst sees multiple potentially stock-moving milestones coming up for Axsome and keeps an Overweight rating on the shares.
https://thefly.com/landingPageNews.php?id=2879815
https://thefly.com/landingPageNews.php?id=2879815
EU expands use of Roche’s new haemophilia A drug
The European Commission has approved Roche haemophilia A drug Hemlibra for patients without factor VIII inhibitors, expanding the use of the drug that is expected to drive sales as blockbuster cancer drugs face increasing competition.
Hemlibra (emicizumab) is already approved in the EU for haemophilia A patients with inhibitors, and the latest approval means Roche’s drug covers the whole disease population in Europe.
The drug is a prophylactic medicine given subcutaneously at multiple dosing options – once weekly, every two weeks, or every four weeks.
Hemlibra is tipped to achieve sales north of a billion dollars annually, at a time when Roche’s “big three” cancer drugs Avastin, Herceptin, and Rituxan/Mabthera face competition from biosimilars.
These three drugs produced cumulative revenues of more than $20 billion a year at peak, but the cheaper near-copies are stealing market share fast, particularly in Europe.
Sales of Hemlibra so far have been encouraging – it is already approved in the entire disease population in the US, where it amassed full year sales of more than $150 million from a virtual standing start.
Revenues following in the EU following launch around a year ago were around $40 million, indicating a solid start.
However Hemlibra has not been a runaway success like multiple sclerosis drug Ocrevus (ocrelizumab), which is now generating sales of more than $2 billion annually after a launch in 2017.
Hemlibra is a bispecific factor IXa- and factor X-directed antibody, and works by bringing together these two proteins, which help activate the natural coagulation cascade and restore the blood clotting process for haemophilia A patients.
In the single-arm phase 3 HAVEN 4 study, Hemlibra prophylaxis every four weeks led to clinically meaningful control of bleeding in adults and adolescents aged 12 years or older with haemophilia A with factor VIII inhibitors (n=5) and without factor VIII inhibitors (n=36).
In pooled data from the phase 3 HAVEN programme (n=373), the most common adverse reactions occurring in 10% or more of people treated with Hemlibra were injection site reactions (20%), joint pain (arthralgia; 15%) and headache (14%).
EC OKs Roche MabThera (rituximab) for rare autoimmune disease
- MabThera is the first biologic treatment approved for moderate to severe cases of the rare autoimmune disease pemphigus vulgaris (PV), and the first major advancement in the treatment of the disease in more than 60 years
- PV is a rare and potentially life-threatening blistering condition which can cause severe pain and disfigurement
- MabThera is now approved in Europe to treat four autoimmune diseases
Endo Prices Private Offering Of Senior Secured Notes
Endo International plc (NASDAQ: ENDP) (“Endo”) today announced that Par Pharmaceutical, Inc. (the “Issuer”), its wholly-owned subsidiary, priced $1.5 billion aggregate principal amount of 7.500% senior secured notes due 2027 at an issue price of $1,000 per $1,000 principal amount in connection with its previously announced private offering, which represents an upsize of $500.0 million over the previously contemplated offering amount. The notes will be senior secured obligations of the Issuer and will be guaranteed by Endo and certain of Endo’s subsidiaries and will be secured by first priority liens on the same collateral that secures Endo’s obligations under its existing senior secured credit facilities and existing senior secured notes.
Endo intends to use the net proceeds from the offering, together with cash on hand, to fund cash tender offers (the “Tender Offers”) by Endo Finance LLC, a wholly-owned subsidiary of Endo, to purchase a portion of Endo’s outstanding senior unsecured notes and to pay certain related premiums, fees and expenses. Endo intends to use the remaining net proceeds, if any, from this offering to reduce Endo’s outstanding indebtedness, including by means of one or more redemptions, repurchases or other repayments of any of Endo’s outstanding indebtedness.
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