Shire plc, the global specialty biopharmaceutical company, announces that a Luxembourg incorporated wholly-owned subsidiary of Shire plc will launch a voluntary public takeover offer for all the shares in Movetis NV, the Belgium-based European specialty gastrointestinal (GI) company. Movetis is listed on Euronext and focuses on discovering, developing and commercializing innovative treatments for GI conditions with a high unmet medical need.
Movetis' board unanimously supports the transaction and will recommend acceptance of the offer to its shareholders. Institutional shareholders holding 38.9 per cent of Movetis' issued share capital, have unconditionally agreed to accept the offer in respect of their own shares.
This proposed acquisition will significantly broaden Shire's GI portfolio and immediately add growing revenues, further expanding Shire's GI market presence in Europe with the recently launched Resolor (prucalopride), a new chemical entity. Resolor is approved in the 27 countries of the European Union as well as Iceland, Lichtenstein and Norway and is indicated for the symptomatic treatment of chronic constipation in women in whom laxatives fail to provide adequate relief. Movetis has the rights to Resolor in the EU, Iceland, Lichtenstein, Norway and Switzerland and is entitled to royalties on sales of Resolor outside of Europe from Johnson & Johnson.
Mike Cola, president of Shire's Specialty Pharmaceuticals business, comments: "This proposed acquisition of Movetis provides a highly complementary fit for our GI business unit and supports our strategy of expanding our specialty product portfolio into international markets. This is aligned with our strategy of developing and commercializing medicines to address symptomatic diseases treated by specialist physicians, in this case gastroenterologists. The acquisition of Movetis will provide immediate revenue from a newly-launched product that has strong patent protection, as well as a promising GI pipeline."
Under the terms of the offer, Shire will offer €19 per share in cash for all of the issued shares of Movetis, valuing the company's fully diluted equity at €428 million (as at March 31, 2010, their last reporting date, Movetis held €100 million in cash; based on this the enterprise value (less cash) of Movetis would be €328 million). The acquisition will be funded out of Shire's current cash resources.
It is anticipated that the offer to Movetis' shareholders will open for acceptance in September. The offer is contingent upon the fulfillment of certain conditions, including receipt of acceptances in respect of at least 90 per cent of the shares that are the subject of the offer and that Movetis does not suffer a material adverse change before the results of the offer are published.
Shire has entered into agreements with institutional shareholders in which they have unconditionally committed 38.9 per cent of Movetis' existing ordinary share capital to the offer.
The acquisition adds to Shire's portfolio of treatments for GI conditions with high unmet need and prescribed by specialist physicians. Shire's stated strategic focus on GI led to the establishment several years ago of a dedicated GI business unit. Shire's proposed acquisition of Movetis brings rights to the recently approved Resolor in Europe as well as world-class research and development talent and a promising GI pipeline, offering additional opportunities for Shire. The acquisition will expand the growth of Shire's marketed GI product portfolio internationally.
Resolor is a selective, high-affinity 5-HT4 receptor agonist specifically developed to target impaired motility associated with chronic constipation. It has composition of matter patent protection extending through 2020 and Shire estimates potential peak sales of over €300 million. The patients in this category are generally served by specialist gastroenterologists. Other marketed treatments for this condition are limited or have associated serious adverse effects. In addition to Resolor, Movetis has two projects in early clinical development and several pre-clinical leads as well as the rights to a large library of qualified lead compounds with potential for development and commercialization by Movetis in global markets in different GI indications.
Movetis is a European specialty GI company that is focused on improving the lives of millions of patients - both adults and children - by discovering, developing and commercialising innovative treatments targeting GI conditions with a high unmet medical need.
Resolor (prucalopride) is a selective, high-affinity 5-HT4 receptor agonist specifically developed to target impaired motility associated with chronic constipation, thereby restoring normal bowel movement. Resolor (prucalopride) is currently approved in thirty European countries (EU27, Norway, Iceland and Lichtenstein) for the symptomatic treatment of chronic constipation in women in whom laxatives fail to provide adequate relief. The marketing authorisation application is currently under review in Switzerland.
Shire's strategic goal is to become the leading specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit hyperactivity disorder (ADHD), human genetic therapies (HGT) and gastrointestinal (GI) diseases as well as opportunities in other therapeutic areas to the extent they arise through acquisitions.