- Acquisition to strengthen Innoviva’s infectious disease and
hospital portfolio with addition of GIAPREZA® and XERAVA®
Innoviva, Inc. (Nasdaq: INVA), a diversified holding company
with a portfolio of royalties and a growing portfolio of innovative
healthcare assets, and La Jolla Pharmaceutical Company (Nasdaq:
LJPC), which is dedicated to the commercialization of innovative
therapies that improve outcomes in patients suffering from
life-threatening diseases, today announced that they have entered
into a definitive merger agreement whereby Innoviva will acquire La
Jolla. Innoviva has agreed to pay $5.95 per share for La Jolla,
representing a premium of approximately 70% to the 30-day
volume-weighted average price (VWAP), and an incremental $0.28 per
share for additional cash proceeds received in connection with the
divestiture of a non-core asset. Under the terms of the merger
agreement, Innoviva, through a wholly owned subsidiary, will
commence a tender offer on or before July 25, 2022 to acquire all
of the outstanding shares of La Jolla for $6.23 per share in cash,
or an implied enterprise value of approximately $149 million.
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La Jolla’s lead product, GIAPREZA® (angiotensin II), was
approved by the Food and Drug Administration (FDA) in December 2017
to increase blood pressure in adults with septic or other
distributive shock. La Jolla’s second asset, XERAVA®
(eravacycline), was approved by the FDA in August 2018 for the
treatment of complicated intra-abdominal infections (cIAIs) in
patients 18 years of age and older. This acquisition strengthens
Innoviva’s portfolio in infectious diseases, anchored by the
company’s recent purchase of Entasis Therapeutics Holdings Inc., an
advanced late-stage clinical biopharmaceutical company focused on
the discovery and development of novel antibacterial products.
“This acquisition represents a significant step forward in
advancing our strategy to diversify operations and adds a highly
complementary commercial franchise to our portfolio to accelerate
long-term growth,” said Pavel Raifeld, Chief Executive Officer of
Innoviva. “We look forward to welcoming the La Jolla team to
Innoviva and building upon the success of GIAPREZA and XERAVA.”
“We are pleased to announce the acquisition of La Jolla by
Innoviva, which we believe provides our stockholders with immediate
value at a compelling premium,” said Larry Edwards, President and
Chief Executive Officer of La Jolla. “With Innoviva’s shared
commitment to improve outcomes in patients suffering from
life-threatening diseases, Innoviva can continue to advance our
mission and maximize the potential of our innovative
therapies.”
Assuming the minimum tender condition is met, any shares not
tendered in the tender offer will be acquired in a second-step
merger at the same cash price as paid in the tender offer. Closing
of the transaction is subject to specified closing conditions,
including that a majority of La Jolla’s shares of common stock are
validly tendered and not validly withdrawn. On closing, La Jolla
will become a wholly owned subsidiary of Innoviva, and shares of La
Jolla’s common stock will no longer be listed on any public
market.
The transaction was unanimously approved by the La Jolla and
Innoviva boards of directors and is expected to close within 30
business days. Additionally, certain La Jolla stockholders holding
approximately 40% of La Jolla’s outstanding shares of common stock,
have signed a support agreement under which such stockholders
agreed, among other things, to tender their shares in the tender
offer and support the merger.
Cowen and Company, LLC is acting as financial advisor to La
Jolla and Gibson, Dunn & Crutcher LLP is acting as its legal
advisor. Moelis & Company LLC is acting as financial advisor to
Innoviva and Willkie Farr & Gallagher LLP is acting as legal
advisor to Innoviva.
About Innoviva, Inc.
Innoviva is a diversified holding company with a portfolio of
royalties and other healthcare assets. Innoviva’s royalty portfolio
includes respiratory assets partnered with Glaxo Group Limited
(“GSK”), including RELVAR®/BREO® ELLIPTA® (fluticasone furoate/
vilanterol, “FF/VI”), ANORO® ELLIPTA® (umeclidinium bromide/
vilanterol, “UMEC/VI”) and TRELEGY® ELLIPTA® (the combination
FF/UMEC/VI). Under the Long-Acting Beta2 Agonist (“LABA”)
Collaboration Agreement, Innoviva is entitled to receive royalties
from GSK on sales of RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA®.
Innoviva is also entitled to 15% of royalty payments made by GSK
under its agreements originally entered into with us, and since
assigned to Theravance Respiratory Company, LLC (“TRC”), relating
to TRELEGY® ELLIPTA® and any other product or combination of
products that may be discovered and developed in the future under
the LABA Collaboration Agreement and the Strategic Alliance
Agreement with GSK (referred to herein as the “GSK Agreements”),
which have been assigned to TRC other than RELVAR®/BREO® ELLIPTA®
and ANORO® ELLIPTA®. ANORO®, RELVAR®, BREO®, TRELEGY® and ELLIPTA®
are trademarks of the GlaxoSmithKline group of companies. For more
information, please visit www.inva.com.
About La Jolla Pharmaceutical Company
La Jolla Pharmaceutical Company is dedicated to the
commercialization of innovative therapies that improve outcomes in
patients suffering from life-threatening diseases. GIAPREZA®
(angiotensin II) injection is approved by the FDA as a
vasoconstrictor indicated to increase blood pressure in adults with
septic or other distributive shock. XERAVA® (eravacycline) for
injection is approved by the FDA as a tetracycline class
antibacterial indicated for the treatment of complicated
intra-abdominal infections (cIAI) in patients 18 years of age and
older. For more information, please visit www.ljpc.com.
Important Information About the Tender Offer
The tender offer for the outstanding shares of common stock of
La Jolla referenced in this document has not yet commenced. This
document is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares, nor is
it a substitute for the tender offer materials that Innoviva and
its subsidiary will file with the SEC. At the time the tender offer
is commenced, Innoviva and its subsidiary will file tender offer
materials on Schedule TO, and, thereafter, La Jolla will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION. LA JOLLA’S STOCKHOLDERS ARE URGED TO
READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF LA JOLLA
COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all of La Jolla’s stockholders at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will
be made available for free at the SEC’s website at www.sec.gov.
Additional copies of the tender offer materials may be obtained for
free by contacting Innoviva, Inc. at 1350 Old Bayshore Highway
Suite 400, Burlingame, CA 94010 or (650) 238-9600 or by contacting
La Jolla at 201 Jones Road Suite 400, Waltham, MA 02451 or (617)
715-3600. In addition to the Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, La Jolla and Innoviva
file annual, quarterly and current reports and other information
with the SEC.
Forward-looking Statements
This press release includes statements that are not statements
of historical fact, or “forward-looking statements,” including with
respect to Innoviva’s proposed acquisition of La Jolla. Such
forward-looking statements include, but are not limited to: the
ability of Innoviva and La Jolla to complete the transactions
contemplated by the merger agreement, including the parties’
ability to satisfy the conditions to the consummation of the offer
contemplated thereby and the other conditions set forth in the
merger agreement; statements about the expected timetable for
completing the transaction; Innoviva’s and La Jolla’s beliefs and
expectations and statements about the benefits sought to be
achieved in Innoviva’s proposed acquisition of La Jolla, the
potential effects of the acquisition on both Innoviva and La Jolla;
the possibility of any termination of the merger agreement; and the
expected benefits and success of La Jolla’s product candidates.
Many of these risks and uncertainties are beyond the control of
Innoviva and La Jolla. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. There can be no guarantees
that the conditions to the closing of the proposed transaction will
be satisfied on the expected timetable or at all, that the
transaction will be consummated, or that the expected benefits of
the proposed transaction will be achieved. If underlying
assumptions prove inaccurate or risks or uncertainties materialize,
actual results may differ materially from those set forth in the
forward-looking statements.
Risks and uncertainties include, but are not limited to,
uncertainties as to the timing of the offer and the subsequent
merger; uncertainties as to how many of La Jolla’s stockholders
will tender their shares in the offer; the risk that competing
offers or acquisition proposals will be made; the possibility that
various conditions to the consummation of the merger and the offer
contemplated by the merger agreement may not be satisfied or
waived; the effects of disruption from the transactions
contemplated by the merger agreement and the impact of the
announcement and pendency of the transactions on La Jolla’s
business; the risk that stockholder litigation in connection with
the offer or the merger may result in significant costs of defense,
indemnification and liability, and diversion of management time and
attention from managing La Jolla’s affairs; general industry
conditions and competition; general economic factors, including
interest rate and currency exchange rate fluctuations; the impact
of pharmaceutical industry regulation and health care legislation
in the United States and internationally; global trends toward
health care cost containment; technological advances, new products
and patents attained by competitors; challenges inherent in new
product development, including obtaining regulatory approval;
manufacturing difficulties or delays; financial instability of
international economies and sovereign risk; dependence on the
effectiveness of Innoviva’s and La Jolla’s patents and other
protections for innovative products; and the exposure to
litigation, including patent litigation, and/or regulatory
actions.
Innoviva and La Jolla undertake no obligation to publicly update
any forward-looking statement, whether as a result of new
information, future events or otherwise, except to the extent
required by law. Additional factors that could cause results to
differ materially from those described in the forward-looking
statements can be found in Innoviva’s and La Jolla’s 2021 Annual
Reports on Form 10-K and Innoviva’s and La Jolla’s other filings
with the Securities and Exchange Commission (“SEC”) available on
the SEC’s website at www.sec.gov.
Trademark reference: Innoviva and the Innoviva logo are
registered trademarks or trademarks of Innoviva, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective
owners.
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Innoviva Contact: Investors & Media Argot Partners (212)
600-1902 innoviva@argotpartners.com
La Jolla Pharmaceutical Company Contact: Michael Hearne Chief
Financial Officer La Jolla Pharmaceutical Company (617) 715-3598
mhearne@ljpc.com
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