The Illinois-headquartered speciality pharmaceutical business, which makes treatments for unmet therapeutic needs in arthritis and inflammatory diseases, is to acquire Vidara Therapeutics for approximately $660m €475m) in a reverse stock and cash merger expected to close by the middle of this year.
Vidara has operations in Dublin and in the US and the newly enlarged company — to be named Horizon Pharma plc, with a Nasdaq stock listing — will result in a “tax efficient corporate structure … organised under the laws of Ireland, with a portfolio of four products marketed primarily in the US”.
The move follows on from the likes of Endo Health Solutions establishing an enlarged holding company in Ireland; Alkermes switching its headquarters here after buying Elan’s drug delivery business in Athlone; and Perrigo acquiring Elan largely to avail of the tax benefits from having an Irish base.
It is thought the new company will benefit from a 20%, or less, tax rate; compared to one in the high 30% region for Horizon, as a standalone entity.
Shareholders of Vidara — whose Irish connection stems from its 2012 takeover of AGI Therapeutics — will receive around $200m from the deal and retain 26% of the enlarged company.
The new entity will have a portfolio of four proprietary products and “an international platform that builds on our strategy of organic growth and acquisitions,” according to Horizon Pharma chief executive, Timothy P. Walbert.
The merger will also accelerate Horizon’s “transformation” into a profitable speciality pharmaceutical player; with anticipated combined full-year revenues for 2014 amounting to between $250m and $265m and EBITDA (earnings before interest, tax, depreciation and amortisation) of between $65m and $75m.
The transaction requires formal approval from Horizon’s current stockholder base; but it has been already approved by the boards of both companies.