- Chiesi Farmaceutici announced it is buying Amryt Pharma for $1.5 billion. This is why.
Chiesi Farmaceutici S.p.A., an international, research-focused biopharmaceuticals and healthcare group, and Amryt Pharma Plc (AMYT), a global, commercial-stage biopharmaceutical company focused on acquiring, developing, and commercializing novel treatments for rare diseases, announced that the companies have entered into a definitive agreement under which Chiesi will acquire Amryt.
The deal was unanimously approved by both Chiesi and Amryt Boards of Directors and is anticipated to close by the end of the first half of 2023, subject to the satisfaction of all closing conditions.
Under the terms of the deal, Chiesi will purchase all outstanding shares of Amryt for a purchase price per American Depositary Share of Amryt, which each represent 5 Amryt ordinary shares, of US$14.50 (or US$2.90 per ordinary share) in cash, plus Contingent Value Rights (CVRs) of up to US$2.50 per ADS (or up to US$0.50 per ordinary share) payable if certain milestones related to Amryt’s product Filsuvez are achieved.
The total deal value implied by the transaction at close is about US$1.25 billion in upfront consideration, representing a 107% premium based on Amryt ADS’ closing price of US$7.00 on January 6, 2023, plus CVRs representing an additional approximately US$225 million of potential consideration.
Transaction Terms and Closing
Recommended acquisition of Amryt by Chiesi in a cash and CVR Transaction where Amryt shareholders will receive:US$14.50 per ADS cash upfront, plusCVRs of up to US $2.50 per ADS are payable if certain milestones related to Amryt’s product Filsuvez are achieved before December 31, 2024, consisting of US$1.00 per ADS upon FDA approval of Filsuvez and US$1.50 per ADS upon successful receipt of a Priority Review Voucher from the FDA.
“With this transaction, we are further expanding our commitment to people living with rare diseases, the majority of which still have no cure or approved treatment. This addition of the Amryt portfolio, as well as their expertise, will help us on our journey to bring medicines to patients, no matter how rare their condition may be. We look forward to working with Amryt towards a successful closing of the Transaction. Amryt has steadily brought innovative products to new markets and, by adding them to the Chiesi portfolio, we hope to make them available to even more patients who may require them.”
- Marco Vecchia, Chief Executive Officer of Chiesi Group
“I am incredibly proud of what Amryt has accomplished for patients, their families, healthcare professionals and shareholders since we established our business in 2015. In less than 8 years, we have built from the ground up, a high growth and globally respected company in the biotechnology industry and the rare disease space. These accomplishments are a testament to the Amryt team’s commitment and passion for patients that are impacted by rare and orphan diseases. Chiesi is aligned with Amryt’s commitment and passion and I believe Chiesi will further maximise the value of Amryt’s current portfolio and pipeline and most importantly, will accelerate our ability to reach more patients in need globally.”
“The Board evaluated the transaction through a thoughtful process that included engagement with both strategic and financial parties against Amryt’s standalone prospects and determined that the compelling and certain cash consideration and meaningful upside presented by the CVRs provides superior risk-adjusted value relative to Amryt’s standalone prospects. The Board is unanimous in its belief this Transaction is the optimal path forward and in the best interest of our shareholders.”
- Joe Wiley, Chief Executive Officer of Amryt Pharma