DUBLIN and FORT WASHINGTON, Pa., Sept. 14, 2016 /PRNewswire/ -- Allergan plc
(NYSE: AGN), a leading global pharmaceutical company, and Vitae
Pharmaceuticals, Inc. (NASDAQ: VTAE), a clinical-stage
biotechnology company, today announced that they have entered into
a definitive agreement under which Allergan will acquire Vitae for
$21.00 per share, in cash, for a
total transaction value of approximately $639 million. The Boards of Directors of both
companies have unanimously approved the transaction.
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The acquisition will strengthen 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. VTP-43742 acts through the potent inhibition
of IL-17 activity. In preclinical studies, VTP-43742 has been
observed to inhibit RORγt activity, is highly selective versus
other ROR isotypes and may provide a treatment that could be
administered as a once-daily oral dose. The compound recently
completed a Phase 2 proof-of-concept multiple ascending dose trial
in patients with moderate to severe psoriasis.
The acquisition also adds VTP-38543, a 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. VTP-38543 is currently in a Phase 2a
proof-of-concept clinical trial assessing the safety, tolerability
and efficacy in patients with mild to moderate atopic
dermatitis.
Vitae has developed and utilizes its Contour®
structure-based drug design platform to discover 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.
This has provided Vitae's R&D team the ability to create
first-in-class product candidates for challenging
therapeutic targets.
"The acquisition of Vitae is a strategic investment for Allergan
that adds strength and depth to our innovative medical dermatology
franchise," said Brent Saunders, CEO
and President of Allergan. "Vitae has pioneered the discovery
and development of highly differentiated first-in-class compounds
in atopic dermatitis, psoriasis and autoimmune diseases, areas of
medicine where innovation is needed for patients."
"The Vitae team has been tremendously successful in discovering
and conducting early development work in areas of medicine that can
benefit from significant innovation," said Jeff Hatfield, President and Chief Executive
Officer of Vitae. "Allergan has a long track record in developing
and commercializing innovative dermatologic treatments. I believe
our programs will be poised for successful development as part of
Allergan's portfolio. I am very proud of the tremendous
contributions of our research teams and the clinical community who
have led the discovery and development of our pipeline programs,
and I thank them for their dedication to this science that may one
day help many patients with dermatologic conditions, autoimmune
disorders and potentially other conditions."
"Both the VTP-43742 and VTP-38543 programs offer the potential
for highly differentiated mechanisms of action for the treatment of
dermatologic conditions where patients are underserved by currently
approved treatments," said David
Nicholson, Chief Research & Development Officer,
Allergan. "In addition, Vitae's novel Contour drug discovery
platform and its team, which have been instrumental in the
discovery of novel 'difficult to drug' compounds, will be highly
complementary to Allergan's existing R&D discovery efforts in
key therapeutic areas."
Under the terms of the merger agreement, a subsidiary of
Allergan will commence a cash tender offer to purchase all of the
outstanding shares of Vitae common stock for $21.00 per share. The closing of the tender offer
is subject to customary closing conditions, including U.S.
antitrust clearance and the tender of a majority of the outstanding
shares of Vitae common stock. The merger agreement contemplates
that Allergan will acquire any shares of Vitae that are not
tendered into the offer through a second-step merger, which will be
completed promptly following the closing of the tender offer.
Pending approvals, Allergan anticipates closing the transaction by
the end of 2016.
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.
Debevoise & Plimpton LLP is serving as Allergan's legal
counsel. J.P. Morgan is serving as financial advisor to
Vitae and Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP is serving as
Vitae's legal counsel.
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
65+ 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
everyday.
For more information, visit Allergan's website at
www.Allergan.com.
About Vitae Pharmaceuticals
Vitae Pharmaceuticals is a clinical-stage biotechnology company
developing first-in-class product candidates with potential to
transform the treatment paradigm for patients with significant
unmet medical needs. Initial indications being pursued include
psoriasis, other autoimmune disorders, and atopic dermatitis.
Vitae's lead clinical assets include VTP-43742, an oral RORyt
inhibitor currently being studied in patients with moderate to
severe psoriasis, and VTP-38543, an LXRβ selective agonist being
studied in patients with mild to moderate atopic dermatitis.
For additional information, please visit the company's website
at www.vitaepharma.com.
Allergan Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this press release that refer to future
events or other non-historical facts 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; the impact of
competitive products and pricing; market acceptance of and
continued demand for Allergan'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.
Vitae Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" relating
to the acquisition of Vitae by Allergan. Such forward-looking
statements include the ability of Vitae, Parent and Merger Sub to
complete the transactions contemplated by the merger agreement,
including the parties' ability to satisfy the conditions to the
consummation of the offer and the other conditions set forth in the
merger agreement and the possibility of any termination of the
merger agreement. Such forward-looking statements are based upon
current expectations that involve risks, changes in circumstances,
assumptions and uncertainties. Actual results may differ materially
from current expectations because of risks associated with
uncertainties as to the timing of the offer and the subsequent
merger; uncertainties as to how many of Vitae's stockholders will
tender their shares in the offer; the risk that competing offers or
acquisition proposals will be made; the possibility that various
conditions to the consummation of the offer or the merger may not
be satisfied or waived; the effects of disruption from the
transactions contemplated by the merger agreement on Vitae's
business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain
relationships with employees, suppliers and other business
partners; the risk that stockholder litigation in connection with
the offer or the merger may result in significant costs of defense,
indemnification and liability; other uncertainties pertaining to
the business of Vitae, including those set forth in the "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of Vitae'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, which are on file with the Securities and Exchange
Commission and available on the Securities and Exchange
Commission's website at www.sec.gov. In addition to the risks
described above and in Vitae's other filings with the Securities
and Exchange Commission, other unknown or unpredictable factors
could also affect Vitae's results. No forward-looking statements
can be guaranteed and actual results may differ materially from
such statements. The information contained in this press release is
provided only as of the date of this report, and Vitae undertakes
no obligation to update any forward-looking statements either
contained in or incorporated by reference into this report on
account of new information, future events, or otherwise, except as
required by law..
Notice to Investors
The tender offer for the outstanding common stock of Vitae
referred to in this press release has not yet commenced. The
description contained in this press release is neither an offer to
purchase nor a solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of Vitae common stock will
be made pursuant to an offer to purchase and related materials that
Allergan intends to file with the Securities and Exchange
Commission. At the time the offer is commenced, Allergan will file
a tender offer statement on Schedule TO with the Securities and
Exchange Commission, and thereafter Vitae will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. Additionally, Vitae and Allergan will file other relevant
materials in connection with the proposed acquisition of Vitae by
Allergan pursuant to the terms of the merger agreement. These
materials will be sent free of charge to all stockholders of Vitae
when available. In addition, all of these materials (and all other
materials filed by Vitae with the Securities and Exchange
Commission) will be available at no charge from the Securities and
Exchange Commission through its website at www.sec.gov. Free copies
of the offer to purchase, the related letter of transmittal and
certain other offering documents will be made available by Allergan
and when available may be obtained by directing a request to
Allergan's Investor Relations Department at (862) 261-7488.
Investors and security holders may also obtain free copies of the
documents filed with the Securities and Exchange Commission by
Vitae by contacting Vitae Investor Relations at (215) 461-2000.
INVESTORS AND SHAREHOLDERS OF VITAE ARE ADVISED TO READ THE
SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME
AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER
OFFER OR MERGER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
CONTACTS:
ALLERGAN:
Investors:
Lisa
DeFrancesco
(862) 261-7152
Media:
Mark Marmur
(862) 261-7558
Vitae:
Investors:
Richard S.
Morris
Chief Financial Officer
(215) 461-2000
Westwicke Partners
John Woolford
(443) 213-0506
Media:
6 Degrees PR
Tony Plohoros
(908) 591-2839
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SOURCE Allergan plc