STOCKHOLM, Sept. 30, 2019 /PRNewswire/ -- Swedish Orphan
Biovitrum AB (publ) (Sobi™) (STO: SOBI) today announced a
definitive agreement to acquire Dova Pharmaceuticals, Inc.
(NASDAQ:DOVA) by means of a tender offer. The consideration
consists of an upfront payment of USD
27.50 per share in cash and, one non-tradeable Contingent
Value Right (CVR). The CVR entitles Dova shareholders to an
additional USD 1.50 per share upon
approval of Doptelet® for use in Chemotherapy-Induced
Thrombocytopenia (CIT) by the US Food and Drug Administration
(FDA). The upfront cash component of the offer represents a premium
of 36 per cent based on Dova's most recent closing price of
USD 20.19. The transaction is valued
at up to USD 915 million
(approximately SEK 9.0 billion) on a
fully diluted basis.
- The acquisition of Dova provides Sobi with Doptelet
(avatrombopag), a differentiated on-market product in Chronic
Immune Thrombocytopenia (ITP), a well established and growing
market, for Chronic Liver Disease (CLD) and an ongoing phase 3
trial in Chemotherapy Induced Thrombocytopenia (CIT)
- The acquisition of Dova will broaden the scope of Sobi's
product portfolio into haematology and enhance Sobi's commercial
presence in the United States
- Doptelet will further diversify Sobi's revenue base adding a
new growth driver
- Sobi will leverage its expertise and existing infrastructure in
haematology to grow Doptelet across its indications by expanding
patient access outside the US.
Dova Pharmaceuticals was founded in 2016 to commercialise
Doptelet, a second generation small-molecule thrombopoietin
receptor (TPO) agonist used in the treatment of thrombocytopenia by
increasing platelet count. In May
2018, Doptelet was approved by the FDA for the treatment of
thrombocytopenia in adult patients with Chronic Liver Disease (CLD)
who are scheduled to undergo a procedure, and in June 2019 for Chronic Immune Thrombocytopenia
(ITP) in adult patients who have had an insufficient response to a
previous treatment. Doptelet was approved by the European Medicines
Agency (EMA) for Chronic Liver Disease (CLD) in June 2019, and a European filing for the Chronic
Immune Thrombocytopenia (ITP) indication is expected in 2020. ITP
is a rare autoimmune bleeding disorder characterised by a low
number of platelets.
Dova is also conducting a phase 3 trial in Chemotherapy-Induced
Thrombocytopenia (CIT) which is a common side effect of
chemotherapy that results in a low number of platelets. At present,
there are no approved drugs to treat CIT.
Strategic Rationale
The acquisition of Dova is the latest in a series of
transformative transactions Sobi has conducted to broaden its
haematology and immunology portfolios by, adding commercial stage
products and a late-stage pipeline. By acquiring Dova, Sobi will
enhance its capabilities in the US market with key haematologist
callpoints to further develop its existing franchises.
The current TPO market is estimated at USD 2.0 billion and represents an attractive
commercial opportunity. Doptelet's recent launch in ITP in the US
is a first step to capturing significant market share in the
mid-term. In addition, Doptelet has the potential to become the
first-to-market drug to treat CIT.
"The cadence of upcoming launches and approvals across
indications and regions that Doptelet provides, enables us to
further accelerate growth in our haematology franchise", said Guido
Oelkers CEO and President at Sobi. "There is a large unmet medical
need within thrombocytopenia and for us this is a great opportunity
to be able to give patients access to new and improved treatments.
Furthermore, we are excited to welcome the 125 professionals from
Dova who will greatly strengthen Sobi's haematology infrastructure
and broaden our value chain in the US."
Transaction Terms
Under the terms of the agreement, Sobi will commence a tender
offer to purchase all outstanding shares of Dova for a purchase
price of USD 27.50 per share in cash,
as well as one CVR per share. The CVR will entitle the holder to an
additional USD 1.50 per share at the
time FDA approves Doptelet for the treatment of CIT. The tender
offer is conditioned on the tender of a majority of the outstanding
shares of Dova's common stock. Any shares of Dova common stock not
tendered will be acquired through a merger effected as soon as
practicable following the tender offer closing, for the same per
share consideration. Dova shareholders holding a majority of Dova's
currently outstanding shares, including Paul B. Manning and related entities, have
agreed to tender their shares into the offer. The offer is also
conditioned upon clearance under the Hart-Scott-Rodino Antitrust
Improvements Act, as well as other customary closing conditions.
The transaction is expected to close in Q4 2019.
Financing
The acquisition of Dova will be financed by a mix of existing
cash resources and debt comprised of new committed credit
facilities as well as Sobi's existing credit facilities. The new
financing consists of a SEK 3 billion term loan facility
with a term of up to five years, and a EUR
280 million revolving credit facility with a term of up to
five years, both arranged and made available by Danske Bank and
Skandinaviska Enskilda Banken. The remaining part of the
debt-financing is intended to be financed through Sobi's existing
credit facilities
Advisors
Morgan Stanley is acting as Sobi's exclusive financial advisor
and Cravath, Swaine & Moore LLP is acting as legal advisor to
Sobi on this transaction. Mannheimer Swartling Advokatbyrå AB is
acting as Swedish legal counsel in the transaction.
About Dova
Dova Pharmaceuticals was founded in 2016 to commercialise
Doptelet® (avatrombopag) for the treatment of thrombocytopenia.
Total revenue amounted to USD 10.4
million for 2018 with approximately 125 employees. Dova
Pharmaceuticals' portfolio comprises of one commercial product,
Doptelet. Doptelet is an oral thrombopoietin (TPO) receptor agonist
administered with food. Doptelet is approved by both United States
Food and Drug Administration (FDA) and European Medicines Agency
(EMA) for treatment of thrombocytopenia (low platelet counts) in
adults with chronic liver disease (CLD). In June 2019, Doptelet was approved for chronic
immune thrombocytopenia (ITP) by FDA, filing is expected in early
2020 in Europe. Chronic ITP is a
rare autoimmune bleeding disorder characterised by low number of
platelets, affecting approximately 60,000 adults in the United States.
About Sobi
At Sobi, we are transforming the lives of people affected by
rare diseases. As a specialised international biopharmaceutical
company, we provide sustainable access to innovative therapies in
the areas of haematology, immunology and specialty care. We bring
something rare to rare diseases – a belief in the strength of
focus, the power of agility and the potential of the people we are
dedicated to serving. The hard work and dedication of our
approximately 1,300 employees around the globe has been
instrumental in our success across Europe, North
America, the Middle East,
Russia and North Africa, leading to total revenues of
SEK 9.1 billion in 2018. Sobi's share
(STO:SOBI) is listed on Nasdaq Stockholm. You can find more
information about Sobi at www.sobi.com.
Important information
The tender offer for the outstanding shares of Dova common stock
referenced in this press release has not yet commenced. This
document is for informational purposes only and it is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Dova's common stock, nor is it a substitute for the tender offer
materials that Sobi and Dova will file with the United States
Securities and Exchange Commission (the "SEC") on Schedule TO. At
the time any such tender offer is commenced, Sobi will file a
Tender Offer Statement, containing an offer to purchase, a form of
letter of transmittal and other related tender offer documents with
the SEC, and Dova will file a Solicitation/Recommendation Statement
on Schedule 14D-9 relating to such tender offer with the SEC.
Dova's stockholders are strongly advised to read these tender offer
materials carefully and in their entirety when they become
available, as they may be amended from time to time, because they
will contain important information about such tender offer that
Dova's stockholders should consider prior to making any decisions
with respect to such tender offer. Once filed, stockholders of Dova
will be able to obtain a free copy of these documents at the
website maintained by the SEC at www.sec.gov.
Forward-looking statements
This communication may contain "forward-looking statements."
Forward-looking statements include all statements that are not
historical facts, including, among other things, plans, strategies,
expectations for the future, statements regarding the expected
timing of filings and approvals relating to the transaction, the
expected timing of the completion of the transaction and the
ability to complete the transaction or to satisfy the various
closing conditions. Words such as "anticipate(s)", "expect(s)",
"intend(s)", "plan(s)", "target(s)", "project(s)", "believe(s)",
"will", "aim(s)", "would", "seek(s)", "estimate(s)" and similar
expressions are intended to identify such forward-looking
statements.
Forward-looking statements are based on Sobi's current
expectations and beliefs, and Sobi can give no assurance that its
expectations or beliefs will be attained. These forward-looking
statements are not a guarantee of future performance and are
subject to a number of known and unknown risks, uncertainties and
other factors that could cause actual results or events to differ,
possibly materially, from the expectations or estimates reflected
in such forward-looking statements, including, among others: the
ability to consummate the transaction and to meet expectations
regarding the timing and completion of the transaction; the risk
that the tender offer is not consummated; the satisfaction or
waiver of the other conditions to the completion of the transaction
on the terms expected or on the anticipated schedule; the
possibility that competing offers may be made; the contingent value
right payment; Sobi's ability to achieve the milestone that
triggers the contingent value right payment; the financial
condition, results of operations and business of Sobi and Dova; the
risk that Sobi may be unable to achieve the anticipated benefits of
the transaction; and general economic and market conditions.
The forward-looking statements contained in this document speak
only as of the date of this document, and Sobi does not undertake
any obligation to revise or update any forward-looking statements
to reflect new information, future events or circumstances after
the date of the forward-looking statement. If one or more of these
statements is updated or corrected, investors and others should not
conclude that additional updates or corrections will be made.
Telephone conference:
Due to the announcement of the acquisition financial analysts
and media are invited to participate in a telephone conference
today at 10:00 am CEST. The
event will be hosted by Sobi's CEO and President, Guido Oelkers, and the presentation will be held
in English. The presentation can be followed live, or afterwards on
www.sobi.com. Slides used in the presentation will be made
available on Sobi's website prior to the telephone conference.
To participate in the telephone conference, please call:
SE: + 46 8 505 583 55
UK: +44 33 330 092 69
US: +1 646 7224 903
Click here to go to the live webcast. The live event the
webcast will be available on-demand via the same URL.
This information is information that Swedish Orphan Biovitrum
AB (publ) is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication, through
the agency of Linda Holmström, Corporate Communications and
Investor relations at 8:00 CEST on
30 September
2019
For more information please contact
Paula Treutiger, Head
of Communication & Investor Relations
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+46-733-666-599
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paula.treutiger@sobi.com
|
|
Linda Holmström,
Corporate Communication & Investor Relations
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+46-708-734-095
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linda.holmstrom@sobi.com
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Press release - Sobi
to acquire Dova Pharmaceuticals
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SOURCE Swedish Orphan Biovitrum AB