Just as Elan Corp announced a range of transactions "designed to decisively transform and advance the company", long-time suitor Royalty Pharma has popped up again and raised its bid to acquire the Irish drugmaker.
A week after announcing a $1 billion deal giving it access to royalties from Theravance's four respiratory drugs partnered with GlaxoSmithKline, Elan is paying 263.5 million euros in cash and shares (and possibly another 270 million euros) to acquire Austria's AOP Orphan Pharmaceuticals and will buy a 48% stake in Dubai's NewBridge Pharmaceuticals for $40 million.
AOP, headquartered in Vienna, focuses on rare diseases and has four late-stage programmes in the haematology, oncology, cardiology and pulmonology indications. It has 145 employees and revenues last year reached 59 million euros.
As for NewBridge, which specialises in licensing-in drugs to sell in Africa, the Middle East and Turkey, Elan has the option to acquire the remainder of the company by 2015 for a further $244 million. The Dublin-headquartered group is also spinning out ELND005, which is being studied primarily for agitation and aggression in Alzheimer's disease, into a new company called Speranza Therapeutics.
Elan is putting in $70 million, plus an option for $8 million more, for an 18% stake in Speranza. An unnamed third party has provided $20 million for a 62% stake, with the rest allocated to the spin-out's management.
On top of all that, Elan announced a $200 million share buyback and a $800 million debt offering. The moves come as a result of the company selling its stake in the multiple sclerosis blockbuster Tysabri (natalizumab) to partner Biogen Idec for $3.25 billion earlier this year, and mapping out a new future for the firm.
Now Royalty, which has been trying to get control of Elan since February, has now come back with an offer of $12.50, up from its previously-rejected $11.25 bid. The new offer now values Elan at around $6.40 billion.
However Royalty is not trying to sweet-talk management, claiming it "dramatically overpaid" in the Theravance deal, which was "pursued in haste and without critical confidential information". It also notes that the Elan board cannot recommend Royalty’s offer – at any price – without breaching the Theravance agreement and believes stockholders "should be very concerned about future value destruction and undue risk-taking by Elan".
Elan responded by saying that, in line with its obligations under Irish Takeover law, it will assess Royalty's offer and will advise its shareholders accordingly. The saga looks set to continue for some time yet.
