Actavis plc, a specialty pharmaceutical company, has successfully completed its tender offer to purchase all outstanding shares of Durata Therapeutics, Inc., an innovative pharmaceutical company focused on the development and commercialization of novel therapeutics for patients with infectious diseases and acute illnesses.
As previously announced, Actavis offered to purchase all outstanding shares of Durata for $23.00 per share in cash, or approximately $675 million in the aggregate, and one contingent value right (CVR) per share, entitling the holder to receive additional cash payments of up to $5.00 per CVR if certain regulatory or commercial milestones related to Durata's lead product Dalvance are achieved.
The tender offer by a subsidiary of Actavis for all of the outstanding shares of Durata common stock expired as scheduled at 12:00 midnight (EDT) on November 14, 2014. Excluding Durata shares tendered by notice of guaranteed delivery, a total of 21,358,208 shares of Durata common stock, representing approximately 79.7% of Durata's outstanding shares, were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, Actavis and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.
Dalvance is the first and only IV antibiotic approved for the treatment of ABSSSI with a two-dose regimen consisting of a 1000 mg dose followed one week later by a 500 mg dose, with each dose administered over a 30 minute period. On May 23, 2014, the FDA approved Dalvance for the treatment of adult patients with acute bacterial skin and skin structure infections (ABSSSI) caused by susceptible Gram-positive bacteria, including methicillin-resistant Staphylococcus aureus (MRSA).
"We are pleased to add Durata's Dalvance product to our portfolio, and with the rapid completion of this transaction, we further demonstrate our commitment to expand our presence in anti-infectives," said Brent Saunders, CEO and President of Actavis. "Dalvance is a highly differentiated product with documented efficacy, safety and tolerability, and we are confident that our best-in-class commercial infrastructure and complementary product line will support the increased acceptance of this product as part of the Actavis portfolio by health care providers. With the completion of this acquisition, Actavis is in an enviable position of being able to offer innovative solutions to physicians while providing value to hospitals and healthcare systems in advancing the treatment of patients in the outpatient and inpatient settings."
For the six-month period of January to June 2010, an estimated 9.2 million patients were treated in US hospitals for infections of any type, and nearly 17 percent of the diagnostic category presentations were for skin and skin structure infections (SSSI). With its once-a-week dosing for two weeks, and potential single-dose formulation, Dalvance's unique dosing regimen offers a more convenient and potentially less costly approach to the treatment of serious skin infections by allowing patients, healthcare professionals and hospitals to move beyond the standard daily or twice-daily IV antibiotic infusions.
Actavis intends to complete the acquisition later today through the merger of its subsidiary with and into Durata without a vote of Durata's other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law (the "DGCL"). When the merger is completed, Durata will become an indirect, wholly owned subsidiary of Actavis. In connection with the merger, all remaining eligible Durata shares not validly tendered into the tender offer will be cancelled and converted into the right to receive $23.00 per share in cash and one CVR per share, the same consideration per share offered in the tender offer. Eligible Durata shares exclude shares held as Durata treasury stock, held by Actavis or its subsidiaries or held by any stockholder of Durata who exercised appraisal rights under Section 262 of the DGCL. Following the acquisition, Durata shares will cease to be traded on NASDAQ.
Actavis plc, headquartered in Dublin, Ireland, is a unique specialty pharmaceutical company focused on developing, manufacturing and commercializing high quality affordable generic and innovative branded pharmaceutical products for patients around the world.