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DewDiligence

07/26/15 11:36 AM

#193736 RE: DewDiligence #193732

AGN acquires (private) Naurex for $560M in cash plus undisclosed milestone payments:

http://finance.yahoo.com/news/allergan-acquire-naurex-120000638.html

…Naurex's lead development product rapastinel (GLYX-13), a once-weekly intravenous Phase 3-ready molecule that has demonstrated rapid, robust and sustained efficacy in multiple Phase 2 clinical studies in depression. The acquisition will also add Naurex's development product NRX-1074, a next-generation drug candidate, the intravenous form of which has shown rapid and robust antidepressant efficacy in an initial single-dose Phase 2 study. NRX-1074 is also an orally bioavailable drug candidate which is in Phase 1 studies. Rapastinel and NRX-1074 are both targeted modulators of the N-methyl-D-aspartate (NMDA) receptor.

Namenda, AGN’s NMDA modulator for AD (acquired in the 2014 FRX deal), has just gone generic.

The AGN-Naurex deal has nothing to do with TEVA’s (purportedly) imminent acquisition of AGN’s generic-drug business (#msg-115690025).

DewDiligence

07/27/15 9:00 AM

#193757 RE: DewDiligence #193732

TEVA’s acquisition of AGN’s generic-drug business is official:

http://finance.yahoo.com/news/teva-acquire-allergan-generics-40-083000490.html

Allergan will receive $33.75 billion in cash and shares of Teva valued today at $6.75 billion, representing an estimated under 10% ownership stake in Teva, with the number of Teva shares determined based on Teva’s volume weighted average trading prices during the 15 days prior to the announcement and five days following the announcement.

…The transaction was unanimously approved by the Boards of Directors of Teva and Allergan and is expected to close in the first quarter of 2016.

In other words, the nominal deal value of $40.5B (less than the $45B reported over the weekend) is 83% in cash and 17% in TEVA stock. TEVA is paying a steep price of 17x EBITDA for AGN’s generic-drug business.

After this transaction closes, AGN will have net debt close to zero, and it can thereby resume its aggressive acquisition of other brand-drug companies.

AGN's sale does not include the FoB program partnered with AMGN (#msg-70097496).

As a consequence of the TEVA-AGN deal, TEVA has dropped its hostile pursuit of MYL (who remains committed to its own hostile takeover of PRGO).

TEVA held a CC at 8am ET today.