Sucampo Pharmaceuticals, Inc.,announced the launch of an all-cash tender offer in Japan by Sucampo's Japanese subsidiary and the execution of a separate share purchase agreement with certain shareholders of R-Tech Ueno to acquire all outstanding shares of R-Tech Ueno for a total consideration of JPY33 billion, or approximately $278 million, inclusive of approximately $54 million in cash and 2.5 million Sucampo shares (5.5 per cent of shares outstanding), held by R-Tech Ueno.

The purchase price reflects a 16 per cent premium over R-Tech Ueno's one-month volume weighted average price and a 16 per cent premium over R-Tech Ueno's three-month volume weighted average price.

Assuming a successful completion of the acquisition, for full year 2016, excluding amortisation and debt costs related to the proposed transaction, Sucampo expects to achieve net income of $55 million to $60 million, earnings per share of $1.20 to $1.30, and adjusted EBITDA of $95 million to $100 million. In addition, Sucampo expects to achieve pre-tax operational synergies of approximately $5 million on an annualised basis in 2016. Sucampo does not expect the acquisition to have a material impact on 2015 results given the expected timing of transaction close.

R-Tech Ueno is a Japanese pharmaceutical company that manufactures Amitiza (lubiprostone) for Sucampo and Sucampo's commercialisation partners, Takeda Pharmaceuticals, Mylan N.V. and Harbin Gloria Pharmaceuticals. R-Tech Ueno also receives revenue from sales of Rescula (unoprostone isopropyl) in Japan. In addition, the company has a diverse pipeline of drug candidates in various stages of development in gastroenterology, ophthalmology, autoimmune and inflammatory diseases, and oncology.

"This immediately accretive transaction accelerates Sucampo's growth and delivers on our strategic objectives of strengthening our financial performance and diversifying and expanding our product development pipeline," said Peter Greenleaf, chief executive officer of Sucampo.

"By securing a larger portion of the global economics of Amitiza and control over the manufacturing and supply chain for the product, we will not only increase our revenues but also create the opportunity for greater efficiencies. In addition, this deal strengthens our early pipeline with product candidates across multiple different diseases of high unmet medical need, including nonalcoholic steatohepatitis (NASH) and chronic obstructive pulmonary disease (COPD). I believe that this transaction will continue to drive both the transformation of our company and increased value for our shareholders."

In the tender offer, which has been unanimously approved by the Board of Directors of both companies, Sucampo's Japanese subsidiary Sucampo Pharma, LLC will offer JPY1,900 per share in cash for the shares of R-Tech Ueno. The tender offer will be conducted in Japan under a tender offer registration statement filed with the Kanto Local Finance Bureau in accordance with applicable Japanese law. Sucampo is expecting to acquire 56 per cent of the outstanding shares of R-Tech Ueno in the tender offer. Separately, Sucampo has entered into agreement with R-Tech Ueno's founders and a related entity to acquire the remaining 44 per cent of R-Tech Ueno shares for JPY1,400 per share; the closing of this share purchase is conditioned on the closing of the tender offer. The tender offer period is expected to end on October 13, 2015, assuming the tender offer achieves the minimum acceptance threshold, regulatory approvals and other customary conditions, subject to our right to extend the offer. Following completion of the tender offer and the closing of the share purchase agreement with the founders, Sucampo will acquire all remaining outstanding shares of R-Tech Ueno not acquired through the tender offer through a squeeze-out process. The squeeze out process may take up to 13 weeks to complete. The aggregate acquisition price of R-Tech Ueno will be approximately $278 million. Sucampo expects to close the acquisition in the fourth quarter of 2015.

Sucampo intends to finance the acquisition of R-Tech Ueno through a term loan of $250 million committed by Jefferies Finance LLC as well as cash on hand. Jefferies Finance LLC is acting as sole lead bookrunner and sole lead arranger of the financing.

Moelis & Company LLC served as Sucampo's exclusive financial advisor; Cooley LLP served as U.S. legal advisor; Mori, Hamada & Matsumoto served as Japanese legal advisor; and PricewaterhouseCoopers served as tax and diligence advisor to Sucampo. Nomura Securities International, Inc., is acting as tender offer agent.

Amitiza (lubiprostone) is a prostone, and is a locally acting chloride channel activator, indicated in the US for the treatment of CIC in adults and OIC in adults with chronic, non-cancer pain (24 mcg twice daily). The effectiveness in patients with OIC taking diphenylheptane opioids (e.g., methadone) has not been established. Amitiza is also indicated in the US for irritable bowel syndrome with constipation (8 mcg twice daily) in women 18 years of age and older in the US. In Japan, Amitiza (24 mcg twice daily) is indicated for the treatment of chronic constipation (excluding constipation caused by organic diseases). In the UK, Amitiza (24 mcg twice daily) is indicated for the treatment of CIC and associated symptoms in adults, when response to diet and other non-pharmacological measures (e.g., educational measures, physical activity) are inappropriate. In Switzerland, Amitiza (24 mcg twice daily) is indicated for the treatment of CIC in adults and for the treatment of OIC and associated signs and symptoms such as stool consistency, straining, constipation severity, abdominal discomfort, and abdominal bloating in adults with chronic, non-cancer pain. The efficacy of Amitiza for the treatment of OIC in patients taking opioids of the diphenylheptane class, such as methadone, has not been established.

Sucampo Pharmaceuticals, Inc. is focused on the development and commercialization of medicines that meet major unmet medical needs of patients worldwide.

R-Tech Ueno is a bio venture company established in September 1989 for the purpose of R&D and marketing of drugs, targeting diseases that previously had no effective therapeutic agent.