Allergan plc, a leading global pharmaceutical company, announced that it has successfully completed the acquisition of Tobira Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for non-alcoholic steatohepatitis (NASH) and other liver diseases.
Allergan acquired Tobira for an upfront payment of $28.35 per share, in cash, and additional Contingent Value Rights (CVRs) that may be payable based on the successful completion of certain development, regulatory and commercial milestones.
"The completion of the acquisition of Tobira positions Allergan well in developing novel treatments for NASH, a disease set to become one of the next epidemic-level chronic diseases society faces," said David Nicholson, chief R&D officer, Allergan. "Both the CVC and Evogliptin programs provide highly differentiated compounds that can make a significant impact in the treatment of NASH, where today there are no approved therapies available for patients."
NASH is a severe type of non-alcoholic fatty liver disease (NAFLD), which is characterized by the accumulation of fat in the liver with no other apparent causes. NASH occurs when the accumulation of liver fat is accompanied by inflammation and cellular damage. The inflammation can lead to fibrosis (scarring) of the liver and eventually progress to cirrhosis, portal hypertension, liver cancer and eventual liver failure.
The acquisition adds Cenicriviroc (CVC) and Evogliptin, two differentiated, complementary development programs for the treatment of the multi-factorial elements of NASH, including inflammation, metabolic syndromes and fibrosis, to Allergan's global Gastroenterology R&D pipeline.
The tender offer for all of the outstanding shares of Tobira common stock expired as scheduled at the end of the day midnight (EDT), on October 31, 2016 (one minute after 11:59 P.M. (EDT) on October 31, 2016). Excluding Tobira shares tendered by notice of guaranteed delivery, a total of 17,466,213 shares of Tobira common stock, representing approximately 92.2% of Tobira's outstanding shares, were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer.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, Allergan and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.
Allergan intends to complete the acquisition later through the merger of its subsidiary with and into Tobira without a vote of Tobira's other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law (the DGCL). When the merger is completed, Tobira will become an indirect, wholly owned subsidiary of Allergan. In connection with the merger, all remaining eligible Tobira shares not validly tendered into the tender offer will be cancelled and converted into the right to receive $28.35 per share in cash and one CVR per share, the same consideration per share offered in the tender offer. Eligible Tobira shares exclude shares held as Tobira treasury stock, held by Allergan or its subsidiaries or held by any stockholder of Tobira who exercised appraisal rights under Section 262 of the DGCL. Following the acquisition, Tobira shares will cease to be traded on NASDAQ.
NASH is a severe type of non-alcoholic fatty liver disease (NAFLD), which is characterized by the accumulation of fat in the liver with no other apparent causes. NASH occurs when the accumulation of liver fat is accompanied by inflammation and cellular damage. The inflammation can lead to fibrosis (scarring) of the liver and eventually progress to cirrhosis, portal hypertension, liver cancer, and eventual liver failure.
NAFLD and NASH affect approximately 30% and 5%, respectively, of the US population and NAFLD affects more than 20% of the population worldwide. NASH is the fastest growing cause of liver cancer and liver transplant in the US. The increasing prevalence of NASH is attributed to the growing obesity epidemic and the disease is often diagnosed in patients who have diabetes, high cholesterol or high triglycerides. There is currently no approved treatment for NASH.