Amarin Corp Plc (AMRN)

[veni vidi vici]

OT: Here is a good example of the timeline of a recent biotech buy-out involving multiple suitors

Source: John George – Senior Reporter, Philadelphia Business Journal
https://www.bizjournals.com/philadelphia/news/2019/03/20/the-10-months-that-led-to-the-proposed-4-8b-sale.html

The groundwork for the proposed $4.8 billion sale of Philadelphia gene therapy pioneer Spark Therapeutics to Roche actually began last spring and would eventually involve three potential suitors, according to documents filed with Securities and Exchange Commission related to the proposed transaction.

Founded in 2013 when it was spun out of Children's Hospital of Philadelphia, Spark earned the distinction of being the first company to received Food and Drug Administration approval for gene therapy to treat a genetic disease. That product, Luxturna, was approved in December 2017 to treat a rare, inherited retinal disorder that leads to blindness.

What follows is a timeline, based on SEC filings, of the key events that led to the blockbuster deal for Spark.

May 2018: Spark’s management and board begin actively considering ways to optimize the company's experimental hemophilia A gene therapies, potentially de-risk its investment in those programs and raise capital and/or decrease its expenses to offset the company’s future cash needs.

May 2018 to August 2018: Spark engages in discussions Roche Holdings and two other undentified global biotechnology and pharmaceutical companies regarding a potential hemophilia A collaboration.

December 2018. Spark CEO Jeffrey Marrazzo and Roche CEO Dr. Severin Schwan meet in Teterboro, N.J., where Schwan informs Marrazzo of Roche’s interest in exploring a potential acquisition of Spark. Later in the month, Roche makes an offer to buy Spark for $70 per share. The offer is deemed insufficient by Spark’s board.

January 2019: Marrazzo sends an e-mail to Schwan suggesting that they talk after the 2019 J.P. Morgan Annual Healthcare Conference in San Francisco. Spark’s board, senior management and advisers, Centerview and Goodwin Procter, also meet at the conference. The company tells Roche its offer would need to be “well in the $80s” to be considered. Roche says it is interested in exploring further talks. Before the month ends, Spark’s newly formed transaction committee decides to contact two other potential buyers, both of which express an interest in a deal. Roche submits a new offer at $73 per share, which is again rejected by Spark’s board as inadequate.

February 2019: Spark receives a $75 per share offer from “Party C,” whose identity is not disclosed. Spark decided to allow Roche and Party C access to a “virtual data room” to conduct additional due diligence. The other unnamed potential acquisition partner, "Party A," informs Spark it is not prepared to make an offer. The company continues discussions with another company, referred to only as "Party B," that it is in advanced talks regarding a potential hemophilia A collaboration, but not an acquisition. Before the month ends, Party B submits terms for a worldwide collaboration that includes a $450 million upfront payment. Party C submits a proposal to acquire Spark for $84 per share. Roche submits a proposal to buy Spark for $91 per share. Spark establishes a bidding proposal that results in Roche Holdings submitting a “revised final proposal” of $114.50 per share in cash. Party C submits a “revised final proposal” of $105 per share.

Feb 22 2019: Following a telephonic board meeting on the same day the final proposals were submitted, Marrazzo calls Schwan to inform him Spark’s board has unanimously approved the proposed transaction with Roche — a 122 percent premium to Spark’s Feb. 22 closing price of $51.56. In the evening, a merger agreement is executed and the deal is announced before the markets open on Feb. 25.