Pharma Focus Asia

Mitsubishi Tanabe Pharma to Acquire NeuroDerm Ltd. for US$1.1 Billion

Wednesday, July 26, 2017

NeuroDerm Ltd., a clinical stage pharmaceutical company developing drug-device combinations for central nervous system (CNS) disorders, today announced that it has signed a definitive agreement under which Mitsubishi Tanabe Pharma Corporation (TSE Code:4508) (“MTPC”), a publicly traded company on the Tokyo Stock Exchange, will acquire NeuroDerm for US$39 per share in cash.

The transaction has received unanimous approval by NeuroDerm’s Board of Directors and implies an equity value of approximately US$1.1 billion.  The offer of US$39 per share in cash represents a premium of 79 percent over the unaffected price on June 9, 2017 of NeuroDerm’s ordinary shares on the Nasdaq Stock Market and a 17 percent premium over the closing stock price on July 21, 2017.  A special meeting of shareholders to approve the transaction is expected to be held this fall. Assuming typical regulatory and shareholder approval timeframes, NeuroDerm currently anticipates the transaction will close in the fourth quarter of 2017.

“We believe that this transaction will yield important benefits for NeuroDerm’s shareholders and the Parkinson’s disease patients that urgently need new therapies,” said Oded S. Lieberman, PhD, CEO of NeuroDerm. “MTPC has demonstrated development and commercialization expertise in the field of neurology and we are confident that the combination of their resources and the robust data supporting ND0612, our Phase III Parkinson’s disease product candidate, will help make this important new therapy available as broadly and rapidly as possible. The transaction also provides our shareholders with a significant return on their investment in NeuroDerm, reflecting the value that we have created with our pipeline and technologies.”

The proposed transaction is subject to approval by the shareholders of NeuroDerm, approvals, expiration or termination of the waiting periods under applicable antitrust laws, and fulfillment of certain other customary conditions to closing.

The transaction will be completed by way of a merger under the Israeli Companies Law.  Voting and Support Agreements in support of the transaction have been signed by shareholders of NeuroDerm who are also directors, holding shares representing in the aggregate approximately 34 percent of NeuroDerm’s outstanding ordinary shares entitled to vote to approve the transaction.

Centerview Partners, LLC is acting as financial advisor to NeuroDerm, and White & Case LLP and Meitar Liquornik Geva Leshem Tal are acting as legal counsel.

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