Avanir Pharmaceuticals, announced that it has entered into a definitive agreement with Otsuka Pharmaceutical Co, Ltd. pursuant to which Otsuka will acquire Avanir for $17.00 per share in cash.  The transaction, which values Avanir at approximately $3.5 billion, has been unanimously approved by the boards of directors of both companies.

Otsuka will launch a tender offer within ten business days to purchase all outstanding shares of Avanir.  The closing of the tender offer will be subject to the tender of a majority of Avanir's shares outstanding and certain other customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.  The transaction is expected to close in the first quarter of 2015.

Upon close of the transaction, Avanir will continue to operate under its current structure as an independent subsidiary of Otsuka America, Inc.  Avanir will partner with Otsuka in the U.S. to further enhance its development and commercialization efforts in CNS-related disorders.

Centerview Partners LLC is serving as financial advisor and Latham & Watkins, LLP is serving as lead legal advisor for Avanir.

Otsuka Pharmaceutical president and representative director Taro Iwamoto commented, "As we bring together Otsuka's experience and business track record in the area of mental illnesses with Avanir's strengths in neurologic diseases, we believe that we can evolve into a truly global CNS pharmaceutical company. Avanir's creativity and proven execution on drug discovery and development for largely unexplored medical indications, typified by PBA, represents a hand-in-glove fit with Otsuka's culture. We admire and respect Avanir's innovation, vision, and execution and want to continue to grow together."

Keith A. Katkin, president and chief executive officer of Avanir Pharmaceuticals, also noted, "I am extremely excited to see these two organisations come together.  Together, our organisations will be able to more rapidly develop and commercialise needed medications for patients around the world."

Otsuka Pharmaceutical is a global healthcare company with the corporate philosophy: 'Otsuka-people creating new products for better health worldwide.' Otsuka researches, develops, manufactures and markets innovative and original products, with a focus on pharmaceutical products for the treatment of diseases and nutraceutical products for the maintenance of everyday health.