ARIAD/Takeda need antitrust nod from US only; deal follows bilateral talks
11 JAN 2017
Takeda Pharmaceutical’s [TYO:4502] acquisition of ARIAD Pharmaceuticals [NASDAQ:ARIAD] only requires approval from the US antitrust authorities, even though their joint statement said the it needs clearance from “applicable foreign jurisdictions”, said a spokesperson at Takeda.
The two companies said on 9 January that they have entered into a definitive agreement for Cambridge, Massachusetts-based ARIAD to be acquired by Takeda for USD 24 per share in cash – a 75% premium over ARIAD’s closing price on 6 January.
The transaction is valued at approximately USD 5.2bn and will be carried out via a tender offer upon expiration of the applicable waiting period under the US Hart-Scott-Rodino Antitrust Improvements Act, the spokesperson and a Tokyo-based antitrust lawyer said.
In the US, ARIAD sells its products itself, but overseas its products are sold by licensees, the spokesperson said. “So, ARIAD does not have any sales overseas itself,” she added.
In the US, ARIAD sells its products itself, but overseas its products are sold by licensees, the spokesperson said. “So, ARIAD does not have any sales overseas itself,” she added.
Consequently, the deal only needs approval from the US authorities. Approvals from other foreign jurisdictions are not required, the spokesperson said.
Takeda and ARIAD reached the agreement on 9 January after the conclusion of one-on-one discussions, said the spokesperson. She declined to comment on when the discussions had started.
The spokesperson said the tender offer is scheduled to open sometime in January and close by the end of February, indicating that they expect the US antitrust approval to come sometime this month.
The lawyer and the spokesperson said the approval is expected to go smoothly because there is no overlap between the two companies’ businesses.
ARIAD is working on new medicines to advance the treatment of rare forms of chronic and acute leukemia and lung cancer, while Takeda’s expertise is on bowel and breast cancer as well as myeloma.
Of the USD 5.2bn needed to fund the buyout, up to USD 4bn will come from bank loans, while the remainder will be financed by cash on hand, the spokesperson said.