Danish pharmaceutical giant Novo Nordisk A/S has announced a definitive agreement to acquire American Emisphere Technologies Inc. (Emisphere), a drug delivery company with proprietary technologies, such as the Eligen® SNAC technology, that enable oral formulations of therapeutics.
Novo Nordisk and Emisphere have collaborated since 2007 and Emisphere’s proprietary drug delivery technology Eligen® SNAC is used by Novo Nordisk under an existing licence agreement in the oral formulation of Novo Nordisk’s GLP-1 receptor agonist semaglutide, which is marketed and sold under the brand name Rybelsus®.
Under the terms of the agreement, Novo Nordisk will acquire all outstanding shares of Emisphere for USD 1.350 billion. As part of the transaction, Novo Nordisk will also acquire related Eligen® SNAC royalty stream obligations owed to MHR Fund Management LLC (MHR), the largest shareholder of Emisphere, for USD 450 million. Consequently, the total acquisition price is USD 1.8 billion.
With these acquisitions, Novo Nordisk eliminates its future royalty obligations to Emisphere and MHR and obtains full access to the Eligen® SNAC technology platform, thereby enabling Novo Nordisk to expand the portfolio of oral biologic pipeline assets across therapy areas.
The transaction will be debt-financed and will not impact Novo Nordisk’s previously communicated operating profit outlook for 2020 or the ongoing share buyback programme.
The acquisition is expected to have a net negative impact on operating profit of less than one percent in 2021 and a broadly neutral to positive impact in the following years.
"The acquisition of Emisphere provides Novo Nordisk full ownership of the Eligen® SNAC technology, which has been successfully used under a licence agreement to develop the first oral biologic, Rybelsus,” said Mads Krogsgaard Thomsen, Executive Vice President and Chief Scientific Officer of Novo Nordisk.
“We intend to apply and further develop the technology and use it on current and future pipeline assets with the aim of making more biologic medicines orally available for patients,” Krogsgaard Thomsen added.
The transaction is subject to customary closing conditions, including approval by Emisphere shareholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. MHR and certain other shareholders of Emisphere, collectively owning a majority of the Emisphere shares, have agreed to vote their shares in favour of the transaction.
Novo Nordisk is represented by Davis Polk & Wardwell LLP as legal advisor and Evercore as financial advisor.
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