Strengthens core CNS specialty business with high promise in movement
disorder treatments; expected to provide short and long-term value for
Teva shareholders
JERUSALEM--(BUSINESS WIRE)--May 5, 2015--
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.
Source: Teva Pharmaceutical Industries Ltd.
Teva Pharmaceutical Industries Ltd.
IR:
Kevin C. Mannix,
215-591-8912
United States
or
Ran Meir,
-215-591-3033
United States
or
Tomer Amitai, 972 3
926-7656
Israel
or
PR:
Iris Beck Codner, 972
3 926-7687
Israel
or
Denise Bradley, 215-591-8974
United
States
or
Nancy Leone, 215-284-0213
United States