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Japan's Astellas To Buy Gene Therapy Company Audentes For $3B Cash

Shanthi Rexaline      12/3/2019 9:50:49 AM

Another gene therapy name is likely to be sold, with ASTELLAS PHARMA/ADR (OTC: ALPMY) announcing a trans-continental buyout deal late Monday.

Hefty Premium For Audentes 

Astellas and Audentes Therapeutics Inc (NASDAQ: BOLD) said they have entered a definitive agreement for the former to acquire the latter for $60 per share in cash, representing a total equity value of about $3 billion.

The per-share transaction value represents a 110% premium to Audentes' Monday closing price of $28.61.

The deal has been unanimously approved by the boards of both companies.

The Astellas-Audentes Deal Terms

Astellas, through Asilomar, an acquisition vehicle of its U.S. subsidiary, will commence in the next few weeks a tender offer to buy all outstanding Audentes shares.

Upon successful completion of the tender offer, Asilomar will be merged into Audentes, and any remaining untendered shares will be cancelled and converted into the right to receive $60 per share.

The completion of the transaction is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of Audentes' outstanding shares. 

Astellas said it is still reviewing the impact of the proposed buyout on its financial results for the fiscal year ending March 31, 2020.

Deal Logic

Audents has a deep pipeline of gene therapy assets, with the most advanced in the pipeline being the gene replacement therapy candidate AT132, which is being evaluated for X-linked myotubular myopathy, or XLMTM, in clinics.

XLMTM is caused by mutations in the MTM1 gene that lead to the lack or dysfunction of myotubularin, a protein needed for the normal development and functioning of skeletal muscle cells.

AT845, another replacement therapy candidate, is being evaluated in an IND-enabling study for Pompe disease.

Audentes has three gene therapy assets for treating Duchenne muscular dystrophy, one in an IND-enabling study and the other two in pre-clinical studies, all of which use vectorized exon-skipping.

"By joining together with Audentes' talented team, we are establishing a leading position in the field of gene therapy with the goal of addressing the unmet needs of patients living with serious, rare diseases," Astellas CEO Kenji Yasukawa said in a statement. 

For Audentes, the deal presents an opportunity to tap into Astellas' science innovation and a global network of R&D and commercialization resources to advance its pipeline program and serve patients.

Audentes will operate as an independent subsidiary of Astellas, the companies said.

The companies expect the deal to close in the first quarter of the calendar year 2020.

Audentes shares were trading 105.35% higher to $58.75 at the time of publication Tuesday. Over-the-counter Astellas shares were down 1.17% at $16.96. 

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