Ipsen to acquire Albireo Pharma for $42.00 per share

Ipsen ((IPSEY) and Albireo (Nasdaq: ALBO) announced that they have entered into a definitive merger agreement under which Ipsen will acquire Albireo. The lead medicine in Albireo’s pipeline is Bylvay, a potent, once-daily, oral, non-systemic ileal bile acid transport inhibitor, or IBATi. As part of the transaction, Ipsen will also acquire Albireo’s clinical stage asset A3907, a novel oral systemic apical sodium-dependent bile acid transporter inhibitor currently in development for adult cholestatic liver disease, such as primary sclerosing cholangitis, which could complement Ipsen’s existing development programs. In addition to Bylvay and A3907, Albireo’s pipeline includes A2342, an oral systemic sodium-taurocholate co-transporting peptide inhibitor being evaluated for viral and cholestatic diseases, which is moving ahead in investigational new drug, or IND-enabling trials. Albireo guided for total Bylvay revenues of $24M for 2022. Given the level of ongoing R&D expenses, the transaction is expected to be dilutive to Ipsen’s core operating income until the end of 2024. This is in line with Ipsen’s medium-term outlook regarding its strategic focus. The Group will provide its annual guidance for 2023 in February. Under the terms of the agreement and plan of merger, Ipsen, through a fully-owned subsidiary, will initiate a tender offer to acquire all outstanding shares of Albireo at a price of $42.00 per share in cash at the closing of the transaction, for an initial estimated aggregate consideration of $952M plus one contingent value right, or CVR, per share. Each CVR will entitle its holder to deferred cash payments of $10.00 per CVR payable upon the FDA approval of Bylvay in the Biliary Atresia indication at the latest by 31 December 2027, allowing for a potential increase in the number of patients in the BOLD study. The $42.00 per-share cash consideration represents a premium of 104% compared to Albireo’s one-month volume-weighted average price of $20.60 preceding announcement of the transaction. The transaction will be fully financed by Ipsen’s existing cash and lines of credit. The board of directors of Albireo has unanimously approved the transaction and recommended that the stockholders of Albireo tender their shares in the tender offer. The closing of the tender offer will be subject to customary conditions, including the tender of shares which represent at least a majority of the total number of Albireo’s outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of consents of, or filings with, any governmental body or pursuant to certain foreign antitrust laws and the expiration of any applicable waiting period and other customary conditions. Upon the successful completion of the tender offer, Ipsen would acquire all shares not acquired in the tender offer through a second-step merger for the same consideration that the tendering stockholders will receive in the tender offer. It is anticipated the transaction will close by end of Q1.