U.K.-based drugmaker Shire PLC (NASDAQ: SHPG) and Dyax Corp. (NASDAQ: DYAX) announced Monday morning that former will acquire latter for $37.30 in cash per share of Dyax for a total payment of approximately $5.9 billion. Dyax shareholders will also receive a non-tradable contingent value right to receive $4 for each Dyax share upon approval of Dyax’s DX-2930 treatment for hereditary angioedema (HAE). That potential payout would add about $646 million to the total Shire is paying for Dyax.
Dyax’s DX-2930, a Phase 3-ready, fully humanized monoclonal antibody targets plasma kallikrein (pKal) inhibitors for the treatment of HAE with proof-of-concept Phase 1B efficacy data. The data demonstrate a greater than 90% reduction in HAE attacks compared to placebo in the 300mg/400mg arms in patients with more than two attacks in the three months prior to study entry.
DX-2930 has received Fast Track, Breakthrough Therapy and Orphan Drug designations by the U.S. Food and Drug Administration (FDA) and also has received Orphan Drug status in the European Union. It is expected to enter Phase 3 clinical trials by year-end 2015. If approved for the prevention of Type 1 and Type 2 HAE, DX-2930 could generate estimated annual global sales of up to $2.0 billion.
Dyax already has successfully developed and commercialized Kalbitor, which is approved for HAE acute treatment in patients 12 years of age and older, and represented an early innovation in HAE treatment.
Shire CEO Flemming Ornskov said:
This highly complementary transaction aligns with and accelerates our strategy to build a global leading biotechnology company focused on rare diseases and specialty conditions. … Through compelling proof of concept clinical data, [DX-2930’s] potentially transformative therapy has been shown to be both highly efficacious and convenient, two key product attributes desired by both physicians and patients.
Shire anticipates that it will realize operating synergies of $50 million starting in 2017, growing to at least $100 million in 2019 and thereafter. The British company has secured a full-underwritten $5.6 billion term loan bank facility and has an undrawn amount of $2.1 billion on its revolving credit facility. There is no financing contingency on the offer for Dyax, and the deal is expected to close in the first half of 2016 pending approval by Dyax shareholders and regulatory approvals.
Dyax stock traded up nearly 30% Monday morning at $35.76, after posting a new 52-week high of $36.67 billion. The stock’s 52-week low is $12.11 and the consensus price target is $31.38.