DUBLIN, Oct. 25, 2016 /PRNewswire/ -- Allergan plc (NYSE:
AGN), a leading global pharmaceutical company, today announced the
successful completion of Allergan's tender offer to purchase all
outstanding shares of Vitae Pharmaceuticals, Inc., a clinical-stage
biopharmaceutical company focused on innovative development
programs for dermatologic conditions. As previously
announced, Allergan offered to purchase all outstanding shares of
Vitae for $21.00 per share, in cash,
for a total transaction value of approximately $639 million.
Logo - http://photos.prnewswire.com/prnh/20150612/222796LOGO
"The completion of the Vitae acquisition will add highly
differentiated development compounds and bolsters our innovative
medical dermatology pipeline," said David
Nicholson, Chief R&D Officer, Allergan. "Through
its deep expertise in discovering and developing first-in-class
compounds in atopic dermatitis, psoriasis and autoimmune diseases,
the Vitae team will add important capabilities to Allergan's Open
Science R&D approach."
The acquisition strengthens Allergan's dermatology product
pipeline, with the addition of VTP-43742, a Phase 2 first-in-class,
orally active RORγt (retinoic acid receptor-related orphan receptor
gamma) inhibitor for the potential treatment of psoriasis and other
autoimmune disorders. The acquisition also adds VTP-38543, a Phase
2a topical LXRβ (Liver X Receptor beta) selective agonist for the
potential treatment of atopic dermatitis. It is believed that
VTP-38543 works by decreasing inflammation in damaged skin tissue
and repairing the damaged outer layer of skin.
The acquisition also adds Vitae's Contour®
structure-based drug design platform aimed at discovering product
candidates for validated therapeutic targets where
biopharmaceutical research and development has traditionally
struggled to develop drugs due to challenges related to potency,
selectivity and pharmacokinetics.
About the Vitae Tender Offer
The cash tender offer for all of the outstanding shares of Vitae
common stock expired as scheduled at the end of the
day, midnight (EDT) on October 24,
2016 (one minute after 11:59 P.M.
(EDT) on October 24,
2016). Excluding Vitae shares tendered by notice of
guaranteed delivery, a total of 26,235,210 shares of Vitae common
stock, representing approximately 90.3% of Vitae's outstanding
shares, were validly tendered into and not validly withdrawn from
the tender offer, according to the depositary for the tender
offer. As a result, Allergan and its subsidiary have accepted
for payment and will promptly pay for all shares that were validly
tendered and not validly withdrawn.
Allergan intends to complete the acquisition later today through
the merger of its subsidiary with and into Vitae without a vote of
Vitae's other stockholders, pursuant to Section 251(h) of the
Delaware General Corporation Law (the "DGCL"). When the merger is
completed, Vitae will become an indirect, wholly owned subsidiary
of Allergan. In connection with the merger, all remaining eligible
Vitae shares not validly tendered into the tender offer will be
cancelled and converted into the right to receive $21.00 per share in cash, the same consideration
per share offered in the tender offer. Eligible Vitae shares
exclude shares held as Vitae treasury stock, held by Allergan or
its subsidiaries or held by any stockholder of Vitae who exercised
appraisal rights under Section 262 of the DGCL. Following the
acquisition, Vitae shares will cease to be traded on NASDAQ.
Additional information about Vitae, VTP-43742 and VTP-38543, as
well as the unmet medical need in the treatment of psoriasis and
atopic dermatitis, is available as a slide presentation on the
Allergan web site at http://ir.allergan.com.
About Psoriasis
Psoriasis, which affects approximately 7.5 million people in the
U.S., is a chronic autoimmune disorder affecting the skin. It
causes cells to rapidly multiply and build up on the skin's
surface, resulting in red scaly patches that are often itchy and
painful. Increased activity of a class of lymphocytes called Th17
cells, and the subsequent excess production of pro-inflammatory
cytokines, including IL-17A and IL-17F, by those cells are critical
parts of the pathophysiology of psoriasis. RORγt is a nuclear
hormone receptor that is essential for the formation and function
of Th17 cells.
About Atopic Dermatitis
Atopic dermatitis (AD) is a skin condition affecting
approximately 17.5 million infants, adolescents and adults in the
U.S. It is characterized by intense itching and is caused by both
inflammation and a breakdown of the skin's barrier function.
Activation of LXR in skin keratinocytes, the most common cell type
in the outer layer of skin, has been shown to increase the
formation of corneocytes and the production of lamellar lipids. LXR
activation also has been shown to have an anti-inflammatory effect
in skin equivalent to a high potency corticosteroid.
About Allergan plc
Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a bold, global
pharmaceutical company and a leader in a new industry model –
Growth Pharma. Allergan is focused on developing,
manufacturing and commercializing branded pharmaceuticals, devices
and biologic products for patients around the world.
Allergan markets a portfolio of leading brands and best-in-class
products for the central nervous system, eye care, medical
aesthetics and dermatology, gastroenterology, women's health,
urology and anti-infective therapeutic categories.
Allergan is an industry leader in Open Science, the Company's
R&D model, which defines our approach to identifying and
developing game-changing ideas and innovation for better patient
care. This approach has led to Allergan building one of the
broadest development pipelines in the pharmaceutical industry with
70+ mid-to-late stage pipeline programs in development.
Our Company's success is powered by our more than 15,000 global
colleagues' commitment to being Bold for Life. Together, we build
bridges, power ideas, act fast and drive results for our customers
and patients around the world by always doing what it is right.
With commercial operations in approximately 100 countries,
Allergan is committed to working with physicians, healthcare
providers and patients to deliver innovative and meaningful
treatments that help people around the world live healthier lives
every day.
For more information, visit Allergan's website at
www.Allergan.com.
Allergan Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this press release that refer to future
events or other non-historical facts, including with respect to
Allergan's acquisition of Vitae, are forward-looking statements
that reflect Allergan's current perspective of existing trends and
information as of the date of this release. Except as expressly
required by law, Allergan disclaims any intent or obligation to
update these forward-looking statements. Actual results may differ
materially from Allergan's current expectations depending upon a
number of factors affecting Allergan's business. These factors
include, among others, the difficulty of predicting the timing or
outcome of FDA approvals or actions, if any; successful integration
of the Vitae acquisition and the ability to recognize the
anticipated synergies and benefits of the Vitae acquisition; the
anticipated size of the markets and anticipated demand for
Vitae's products; the impact of competitive products and
pricing; market acceptance of and continued demand for Allergan's
and Vitae's products; difficulties or delays in manufacturing; and
other risks and uncertainties detailed in Allergan's periodic
public filings with the Securities and Exchange Commission,
including but not limited to Allergan's Annual Report on Form 10-K
for the year ended December 31, 2015
and Quarterly Report on Form 10-Q for the quarter ended
June 30, 2016 (such periodic public
filings having been filed under the "Actavis plc" name). Except as
expressly required by law, Allergan disclaims any intent or
obligation to update these forward-looking statements.
CONTACTS:
ALLERGAN:
Investors:
Lisa
DeFrancesco
(862)
261-7152
Media:
Mark
Marmur
(862)
261-7558
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/allergan-successfully-completes-vitae-tender-offer-300350377.html
SOURCE Allergan plc