AstraZeneca (AZN.L, AZN) announced it has entered into a definitive agreement to acquire Omthera Pharmaceuticals (OMTH), a specialty pharmaceutical company based in Princeton, New Jersey. AstraZeneca will acquire Omthera for $12.70 per share, or approximately $323 million, which has an enterprise value of approximately $260 million after incorporating Omthera's cash balances of approximately $63 million. In addition to the cash payment, each Omthera shareholder will receive contingent value rights of up to approximately $4.70 per share, equating to approximately $120 million in total, if specified milestones related to Epanova are achieved, or if a milestone related to global net sales is achieved. This will bring the total potential acquisition cost to approximately $443 million.
Omthera is an emerging specialty pharmaceutical company, dedicated to developing therapies for patients with elevated triglyceride levels and increased risk of cardiovascular disease. Omthera has completed pharmacokinetic and Phase III clinical studies to investigate the safety and efficacy profile of Epanova, a coated soft gelatin capsule containing a complex mixture of polyunsaturated free fatty acids derived from fish oils. Omthera is expected to file a new drug application in the US for Epanova in mid-2013 for patients with severe hypertriglyceridemia.
The Board of Omthera has approved the terms of the agreement, and has recommended its shareholders approve the transaction. AstraZeneca's Board has also approved the terms of the agreement. Subject to the approval of Omthera's shareholders, the transaction is expected to close in the third quarter of 2013.
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