Pfizer offers $11.6 billion to buy Biopharma Co.

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The shares of Biohaven Pharmaceutical Holding Co. Ltd. traded nearly 70% higher after the company announced it had agreed to be acquired by Pfizer Inc. for $148.50 per share in cash plus future royalty opportunities.

Commercial-stage biopharmaceutical company Biohaven Pharmaceutical Holding Co. Ltd. (BHVN:NYSE), which has developed a portfolio of breakthrough therapies to treat neurological and neuropsychiatric diseases, and global pharmaceutical company Pfizer Inc. (PFE:NYSE), today announcement that “the companies have entered into a definitive agreement under which Pfizer will acquire Biohaven, the maker of NURTEC® ODT, an innovative dual-action migraine therapy approved for both the acute treatment and episodic prevention of migraine in adults.”

The report says Pfizer will purchase all outstanding common stock of Biohaven that it does not already own for $148.50 per share in cash. The companies said the cash offer price of $148.50 represents a 33% premium to Biohaven’s three-month volume-weighted average selling price of $111.70.

The total value of the acquisition is estimated at approximately $11.6 billion. In addition, Pfizer will be required to redeem all outstanding shares of Biohaven preferred stock and settle Biohaven’s third-party debt.

Under the terms of the agreement, existing common stockholders of Biohaven will also receive 0.5 shares of “New Biohaven” stock in exchange for each share held. New Biohaven is to be capitalized with $275 million in cash and New Biohaven will be eligible to receive tiered royalties on all annual net sales of rimegepant and zavegepant in the United States exceeding $5.25 billion from Pfizer.

Nick Lagunowich, Global President, Pfizer Internal Medicine, commented, “Today’s announcement builds on our legacy of groundbreaking achievements for patients with complex pain disorders and diseases that disproportionately affect women… NURTEC® Already the first prescribed migraine drug of its kind in the United States, ODT, combined with Biohaven’s CGRP pipeline, offers hope to migraine patients worldwide. »

“We believe Pfizer is uniquely positioned to help the portfolio reach its full potential given our scale and industry-leading capabilities, including full field force engagement with primary care physicians, specialists and health systems providing the right information at the right time,” Lagunowich added.

The report notes that in November 2021, the two companies signed a collaboration agreement to market rimegepant and zavegepant outside of the United States. At that time, Pfizer purchased 2.6% of Biohaven’s common stock at a price of $173 per share for a total of $350 million.

Biohaven President and CEO Vlad Coric, MD said, “We are delighted to announce the proposed acquisition of Biohaven by Pfizer, recognizing NURTEC’s market leadership.® ODT, our revolutionary all-in-one migraine treatment, and the untapped potential of our CGRP franchise… Pfizer’s capabilities will accelerate our mission to bring our migraine medicines to even more patients, while the new R&D company is well positioned to deliver value to patients and shareholders by focusing on our innovative pipeline for neurological and other disorders.”

The report indicates that the respective boards of directors of Biohaven and Pfizer have already unanimously approved the transaction. The report said Pfizer planned to fund the acquisition with existing cash and said the transaction is expected to close in early 2023, subject to several conditions, including Biohaven shareholder approval, spin-off of the New Biohaven, the ordinary closing conditions and receipt of necessary regulatory approvals.

Upon closing, the “New Biohaven” will continue to operate as Biohaven and Dr. Vlad Coric will continue in the role of Chief Executive Officer along with other members of the current management team.

Approximately forty million people in the United States and approximately one billion people worldwide suffer from migraine, of which approximately 75% are women. When a migraine attack occurs, the debilitating condition usually lasts between 4 and 72 hours. Migraine symptoms usually occur in combination and often include moderate to severe throbbing headaches, sensitivity to light or sound, and nausea.

The company explained that “rimegepant targets a root cause of migraine by reversibly blocking CGRP receptors, thereby inhibiting the biological cascade that leads to a migraine attack.” The United States Food and Drug Administration (FDA) first approved NURTEC® ODT (Rimegepant) for the acute treatment of migraine in February 2020 and in May 2021 approved the drug for the preventive treatment of episodic migraine . Biohaven added that NURTEC® ODT is now the most prescribed migraine treatment in its class and since its cumulative launch in the United States has generated approximately $650 million in net revenue from more than two million prescriptions filled.

Biohaven described zavegepant as “a third generation, high affinity, selective and structurally unique small molecule CGRP receptor antagonist of Biohaven’s NOJECTION™ Migraine platform and the only CGRP receptor antagonist in clinical development with formulations intranasal and oral.

The company reported that in a Phase 2/3 dose-finding study that enrolled more than 1,000 patients, intranasally administered zavegepant demonstrated statistical superiority over placebo and met its primary endpoints. pre-established assessment of absence of pain for 2 hours and absence of one of the most bothersome symptoms for patients. symptom of nausea or hypersensitivity to sound (phonophobia) or light (photophobia). The company said it intends to submit a New Drug Application (NDA) for zavegepant to the FDA in Q2/22.

Biohaven is a commercial-stage biopharmaceutical company headquartered in New Haven, Connecticut. The company’s drug portfolio and activities are focused on the development of innovative therapies for the treatment of debilitating neurological and neuropsychiatric diseases, including rare disorders.

The company’s portfolio includes an FDA-approved treatment for the acute and preventive treatment of migraine, NURTEC® ODT (rimegepant), and several other late-stage product candidates in its pipeline that are in development to treat multiple sclerosis amyotrophic lateral disease, treatment of migraine, obsessive compulsive disorder and spinocerebellar ataxia, focal epilepsy and neuronal hyperexcitability and neuromuscular diseases.

Pfizer is based in New York and is a global research-based biopharmaceutical company involved in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines and other health products. The company is currently focused on developing mRNA vaccines against SARS-CoV-2. Pfizer’s global portfolio includes many well-known brand name prescription drugs including Celebrex, Eliquis, Lipitor, Prevnar 13, Pristiq, Viagra and Xeljanz. The company’s shares trade on the NYSE and have a market capitalization of approximately $275 billion.

Biohaven Pharma started the day with a market capitalization of approximately $5.9 billion with approximately 70.53 million shares outstanding and a short stake of approximately 6.7%. Shares of BHVN opened 71% higher today at $142.40 (+$59.26, +71.28%) from yesterday’s closing price of $83.14. The stock traded today between $140.71 and $144.00 per share and is currently trading at $140.73 (+$57.59, +69.27%).


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