- Complementary capabilities and resources of
the two organizations create an industry-leading gene therapy
company
- Audentes to operate as an independent
subsidiary, with access to the global scientific and development
resources of Astellas to accelerate product development and
manufacturing expansion for the combined entity
- Acquisition price of US$60 per share in cash,
representing a total equity value of approximately US$3 billion
- Transaction expected to be consummated in the
first calendar quarter of 2020
Astellas Pharma Inc. (TSE: 4503, President and CEO: Kenji
Yasukawa, Ph.D., “Astellas”) and
Audentes Therapeutics, Inc. (NASDAQ: BOLD, Chairman and CEO:
Matthew R. Patterson, “Audentes”),
today announced that they have entered into a definitive agreement
for Astellas to acquire Audentes at a price of US$60.00 per share
in cash, representing a total equity value of approximately US$3
billion.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20191202005969/en/
“Recent scientific and technological advances in genetic
medicine have advanced the potential to deliver unprecedented and
sustained value to patients, and even to curing diseases with a
single intervention,” said Kenji Yasukawa, President and CEO,
Astellas. “Audentes has developed a robust pipeline of promising
product candidates which are complementary to our existing
pipeline, including its lead program AT132 for the treatment of
X-Linked Myotubular Myopathy (XLMTM). By joining together with
Audentes’ talented team, we are establishing a leading position in
the field of gene therapy with the goal of addressing the unmet
needs of patients living with serious, rare diseases.”
“We are very pleased to enter into this merger agreement with
Astellas,” stated Matthew R. Patterson, Chairman and Chief
Executive Officer of Audentes. “With its focus on innovative
science and a global network of research, development and
commercialization resources, we believe that operating as part of
the Astellas organization optimally positions us to advance our
pipeline programs and serve our patients.”
The acquisition of Audentes represents a key step in the
expansion of the Astellas Focus Area approach, under which Astellas
strives to create innovative medicines for diseases with high unmet
medical needs by identifying unique combinations of biology and
therapeutic modality/technology based on emerging science. In
addition to the four Primary Focus Areas in which Astellas
currently prioritizes its investment, with the acquisition of
Audentes, the company is adding a fifth Primary Focus Area in
Genetic Regulation, under which gene therapy will be a key driver
of the company’s future growth.
Strategic Significance of the Acquisition
- Accesses the near-term growth opportunity of AT132, in
development for the treatment of XLMTM, a serious,
life-threatening, rare neuromuscular disease that is characterized
by extreme muscle weakness, respiratory failure and early
death.
- Accelerates the development of a robust pipeline of potentially
best-in-class genetic medicines for rare neuromuscular diseases, by
combining Astellas’ scientific capabilities and global resources
with Audentes’ AAV gene therapy technology platform, in-house
large-scale cGMP manufacturing and neuromuscular development
expertise.
- Creates the opportunity for additional gene therapy
partnerships and pipeline expansion through leveraging Audentes’
manufacturing capabilities and its valued relationships with
patient groups, academic collaborators and scientific
advisors.
Transaction Details
Under the agreement, which has been unanimously approved by the
boards of directors of both Astellas and Audentes, Astellas will
acquire Audentes through Asilomar Acquisition Corp., a wholly-owned
subsidiary of Astellas US Holding, Inc. (“Asilomar”). Asilomar will commence a tender offer
for all outstanding shares of common stock of Audentes, for a price
of US$60.00 per share in cash (the “Tender
Offer”). Promptly upon successful completion of the Tender
Offer, Asilomar will be merged into Audentes, and any remaining
shares of common stock of Audentes will be canceled and converted
into the right to receive the same US$60.00 per share price. The
board of directors of Audentes has resolved to recommend that
Audentes stockholders tender their shares to Astellas.
Financial Details and Closing Conditions
Consummation of the transaction is subject to customary closing
conditions, including US antitrust clearance and the tender of a
majority of Audentes’ outstanding shares of common stock. The offer
price represents a premium of 110% to Audentes’ closing share price
of US$28.61 on December 2, 2019. The all-cash transaction is valued
at approximately US$3 billion including the purchase of all common
shares, options, restricted stock units and other securities. The
Tender Offer period is expected to commence in the next few weeks
and to expire 20 business days after its commencement, unless
otherwise extended. If the Tender Offer conditions are not
satisfied, Astellas may be required to extend the Tender Offer
under certain circumstances.
Astellas is still reviewing the impact of a consummation of the
transaction on its financial results for the fiscal year ending
March 31, 2020.
Morgan Stanley & Co. LLC, acting through its affiliate
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., is acting as
exclusive financial advisor to Astellas and Covington & Burling
LLP is acting as its legal counsel.
Centerview Partners LLC is acting as exclusive financial advisor
to Audentes and Fenwick & West LLP is acting as its legal
counsel.
About Astellas Pharma Inc.
Astellas Pharma Inc., based in Tokyo, Japan, is a company
dedicated to improving the health of people around the world
through the provision of innovative and reliable pharmaceutical
products. For more information, please visit Astellas’ website at
https://www.astellas.com/en.
About Audentes Therapeutics, Inc.
Audentes Therapeutics (Nasdaq: BOLD) is a leading AAV-based
genetic medicines company focused on developing and commercializing
innovative products for serious rare neuromuscular diseases.
Audentes is leveraging AAV gene therapy technology platform and
proprietary manufacturing expertise to develop programs across
three modalities: gene replacement, vectorized exon skipping, and
vectorized RNA knockdown. Its product candidates are showing
promising therapeutic profiles in clinical and preclinical studies
across a range of neuromuscular diseases. Audentes is a focused,
experienced and passionate team driven by the goal of improving the
lives of patients. For more information regarding Audentes, please
visit www.audentestx.com.
Cautionary Notice Regarding Forward-Looking
Statements
This document contains “forward-looking statements” relating to
the acquisition of Audentes by Astellas. Such forward-looking
statements include, but are not limited to, the ability of Audentes
and Astellas to complete the transactions contemplated by the
merger agreement, including the parties’ ability to satisfy the
conditions to the consummation of the offer contemplated thereby
and the other conditions set forth in the merger agreement,
statements about the expected timetable for completing the
transaction, Astellas’ and Audentes’ beliefs and expectations and
statements about the benefits sought to be achieved in Astellas’
proposed acquisition of Audentes, the potential effects of the
acquisition on both Astellas and Audentes, the possibility of any
termination of the merger agreement, as well as the expected
benefits and success of Audentes’ product candidates, the timing
and nature of regulatory filings for Audentes’ product candidates,
the timing of Audentes’ presentation of non-clinical data and the
timing and nature of Audentes’ preclinical studies, clinical trials
and manufacturing activities. In some cases, forward-looking
statements may be identified by terminology such as “believe,”
“may,” “will,” “should”, “predict”, “goal”, “strategy”,
“potentially,” “estimate,” “continue,” “anticipate,” “intend,”
“could,” “would,” “project,” “plan,” “expect,” “seek” and similar
expressions and variations thereof. These words are intended to
identify forward-looking statements. Astellas and Audentes have
based these forward-looking statements on current expectations and
projections about future events and trends that they believe may
affect the financial condition, results of operations, business
strategy, short-term and long-term business operations and
objectives and financial needs of Astellas and Audentes, but there
can be no guarantee that such expectations and projections will
prove accurate in the future.
All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. 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
Audentes’ 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
merger and the offer contemplated thereby may not be satisfied or
waived; the effects of disruption from the transactions
contemplated by the merger agreement on Audentes’ 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; and the risk that
stockholder litigation in connection with the offer or the merger
may result in significant costs of defense, indemnification and
liability. Moreover, Astellas and Audentes operate in very
competitive and rapidly changing environments, and new risks emerge
from time to time. Although Astellas and Audentes believe that the
expectations reflected in such forward-looking statements are
reasonable, they cannot guarantee future events, results, actions,
levels of activity, performance or achievements, business and
market conditions, the timing and results of biotechnology
development and potential regulatory approval and whether the
conditions to the closing of the proposed transaction are satisfied
on the expected timetable or at all. Forward-looking statements are
also subject to risks and uncertainties pertaining to the business
of Audentes, including those set forth in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections of Audentes’ Annual Report on Form
10-K for the year ended December 31, 2018 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 2019, which are on
file with the SEC and available on the SEC’s website at
www.sec.gov. In addition to the risks described above and in
Audentes’ other filings with the SEC, other unknown or
unpredictable factors could also affect Audentes’ results. No
forward-looking statements can be guaranteed and actual results may
differ materially from such statements. The information contained
in this document is provided only as of the date hereof, and no
party undertakes any obligation to revise or update any
forward-looking statements to reflect events or circumstances after
the date hereof, except as required by law.
Important Additional Information
The tender offer for the outstanding shares of common stock of
Audentes has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Audentes common stock,
nor is it a substitute for the tender offer materials that Astellas
and its acquisition subsidiary will file with the SEC upon
commencement of the tender offer. At the time the tender offer is
commenced, Astellas will file a tender offer statement on Schedule
TO with the SEC, and thereafter Audentes 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 BY AUDENTES’ STOCKHOLDERS BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement
and the solicitation/recommendation statement will be mailed to
Audentes’ stockholders free of charge. A free copy of the tender
offer statement and the solicitation/recommendation statement will
also be made available to all stockholders of Audentes by
contacting Audentes at ir@audentestx.com or by phone at (415)
818-1033. In addition, the tender offer statement, the related
letter of transmittal and certain other tender offer documents and
the solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website: www.sec.gov, upon filing with the SEC. In addition to
these documents, Audentes files annual, quarterly and current
reports and other information with the SEC. These filings with the
SEC are also available to the public for free at the SEC’s website
at www.sec.gov. In addition, the solicitation/recommendation
statement and the other documents filed by the Audentes with the
SEC are available to all stockholders of Audentes free of charge at
http://investors.audentestx.com/sec-filings.
AUDENTES’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND
THE SCHEDULE 14D-9 CAREFULLY, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY
DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES THERETO, AS WELL AS IMPORTANT INFORMATION THAT HOLDERS
OF SHARES OF AUDENTES’ COMMON STOCK SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR SHARES.
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version on businesswire.com: https://www.businesswire.com/news/home/20191202005969/en/
Astellas Pharma Inc. Corporate Communications TEL:
+81-3-3244-3201 FAX: +81-3-5201-7473 Audentes Therapeutics, Inc.
Investors Contact: Andrew Chang TEL: +1-415-818-1033 Email:
achang@audentestx.com Media Contact: Sarah Spencer TEL:
+1-415-957-2020 Email: sspencer@audentestx.com
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