Chiesi Farmaceutici S.p.A. to acquire Amryt Pharma

Chiesi Farmaceutici S.p.A. and Amryt Pharma announced that the companies have entered into a definitive agreement under which Chiesi will acquire Amryt. The transaction 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 Transaction, 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 $14.50 — or $2.90 per ordinary share — in cash, plus Contingent Value Rights of up to $2.50 per ADS — or up to 50c per ordinary share — payable if certain milestones related to Amryt’s product Filsuvez are achieved. The total Transaction value implied by the Transaction at close is approximately $1.25 billion in upfront consideration, representing a 107% premium based on Amryt ADS’ closing price of $7.00 on January 6, 2023, plus CVRs representing an additional approximately $225 million of potential consideration. 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.