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Roche Buys Anadys (ANA-598)
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Basel, 17 October 2011
ANA-598 HCV Non-Nuke Phase 2b Study Preliminary Data Results Background to Phase IIb Study - (10/14/11)
Roche signs definitive agreement to acquire Anadys Pharmaceuticals
Acquisition aims to expand future treatment options for hepatitis C patients
Roche (SIX: RO, ROG; OTCQX: RHHBY) and Anadys Pharmaceuticals, Inc. (NASDAQ: ANDS) today announced that the two companies have entered into a definitive merger agreement for Roche to fully acquire Anadys at a price of USD 3.70 per share in an all-cash transaction. This corresponds to a total cash consideration of approximately USD 230 million.
Based in San-Diego, California, USA, Anadys develops oral, small molecule therapeutics for the potential treatment of hepatitis C virus (HCV) infection. Setrobuvir (ANA598), Anadys'most advanced drug candidate, is a direct-acting antiviral compound that is currently being evaluated by Anadys in a phase II study in combination with Roche's pegylated interferon (Pegasys) and ribavirin (Copegus).
Jean-Jacques Garaud, Global Head of Roche Pharma Research and Early Development, said: "This acquisition augments our already strong HCV portfolio. Our aim is to offer physicians and hepatitis patients a powerful combination of therapies that bring us closer to a cure, even without the use of interferon. Anadys' compounds provide additional modes of action that could lead to interferon-free treatment regimens without viral resistance."
Steve Worland, President and Chief Executive Officer of Anadys, said: "Since Anadys was founded, our focus has been on driving forward research that would make a real difference to the lives of patients, especially those with hepatitis. With Roche's considerable capabilities and experience in HCV, this acquisition provides the best chance of success for the new potential treatments our team has been dedicated to developing."
In addition to its lead programme with ANA598, Anadys is developing ANA773, an oral, small-molecule inducer of innate immunity in Phase I trials that may prove useful for treating HCV as well as other chronic infections and cancer.
Terms of the agreement
Under the terms of the merger agreement, Roche will promptly commence a tender offer to acquire all of the outstanding shares of Anadys' common stock at a price of USD 3.70 per share in cash. This price represents a 256% premium to the closing price on 14 October 2011. The closing of the tender offer will be subject to the tender of a number of shares that, together with the shares owned by Roche, represent a majority of the total number of outstanding shares (assuming the exercise of all vested and unvested options and warrants having an exercise price per share less than the tender offer price) and other customary conditions. In addition, the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The closing of the tender offer is expected to take place still in 2011.
Following completion of the tender offer, Roche will acquire all remaining shares through a second step merger. Directors and officers beneficially owning approximately 7.9% of the shares have agreed to tender their shares and otherwise support the transaction.
Citigroup Global Markets Inc is acting as financial advisor to Roche and Davis Polk & Wardwell LLP is acting as legal counsel. Lazard Ltd is acting as financial advisor to Anadys.
About setrobuvir (ANA598)
Setrobuvir is an investigational, orally administered, direct-acting antiviral (DAA) currently being evaluated for the treatment of chronic hepatitis C (HCV) infection. Specifically, it is a non-nucleoside polymerase inhibitor, and is currently in Phase IIb trials in combination with the current standard of care, Pegasys and Copegus. In clinical trials to date, setrobuvir has shown potent antiviral activity with a good safety profile. Roche plans to explore its use in combination with other direct acting antivirals already within its portfolio, with and without interferon.
About Roche
Headquartered in Basel, Switzerland, Roche is a leader in research-focused healthcare with combined strengths in pharmaceuticals and diagnostics. Roche is the world's largest biotech company with truly differentiated medicines in oncology, virology, inflammation, metabolism and CNS. Roche is also the world leader in in-vitro diagnostics, tissue-based cancer diagnostics and a pioneer in diabetes management. Roche's personalised healthcare strategy aims at providing medicines and diagnostic tools that enable tangible improvements in the health, quality of life and survival of patients. In 2010, Roche had over 80'000 employees worldwide and invested over 9 billion Swiss francs in R&D. The Group posted sales of 47.5 billion Swiss francs. Genentech, United States, is a wholly owned member of the Roche Group. Roche has a majority stake in Chugai Pharmaceutical, Japan. For more information: www.roche.com.
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Roche Buys U.S.-Based Anadys in Bid to Boost Hepatitis Franchise
By GORAN MIJUK
Dow Jones ZURICH-Roche Holding AG said Monday it has agreed to acquire U.S.-based Anadys Pharmaceuticals Inc. for $230 million in cash in a move aimed at boosting the Swiss company's hepatitis franchise and broadening its business outside its main cancer medicine operations.
Roche said it will pay $3.70 per Anadys share, representing a 256% premium to the closing stock price of the San Diego-based drug maker on Oct. 14, when the stock closed at $1.04. Analysts said the hefty premium reflects Roche's hopes for Anadys's experimental drug portfolio that includes promising hepatitis medicines.
"This acquisition augments our already strong [hepatitis] portfolio," said Jean-Jacques Garaud, global head of Roche's pharma and early development research. "Our aim is to offer physicians and hepatitis patients a powerful combination of therapies that bring us closer to a cure, even without the use of interferon."
Although the multi-billion dollar market for hepatitis C drugs is crowded, new and more efficient drugs for this illness-which affects the liver-give players hope of grabbing a substantial share, analysts say. More than 180 million people world-wide suffer from hepatitis, especially in less developed regions, with many of them relying on drugs that use protein therapy interferon.
With Pegasys, which reached more than $1.5 billion in sales last year, Roche already owns a blockbuster medicine that treats hepatitis C. But the company has recently started to broaden this promising franchise with last year's $175 million acquisition of U.S.-based InterMune Inc.
The takeover was part of Roche's efforts to broaden its reach outside its main oncology franchise that makes up more than half of Roche's annual sales of some $50 billion. Roche aims to increasingly move into areas that treat widespread diseases such as heart illnesses and diabetes, diseases that affect the world's fast-growing elderly population.
Anadys develops oral, small molecule therapeutics for the potential treatment of hepatitis C virus infection. Its key experimental medicine, Setrobuvir, is a direct-acting antiviral compound that is currently being evaluated by the U.S. company in a phase II study in combination with Roche's Pegasys and Copegus. Anadys also owns investigational compound ANA773, a chronic infection medicine. The drug is currently in early stage development.
"Since Anadys was founded, our focus has been on driving forward research that would make a real difference to the lives of patients, especially those with hepatitis," said Steve Worland, chief executive of Anadys.
Anady's management board, which owns around 7.9% of the company's stock, has agreed to the takeover.
Roche said that Citigroup Global Markets Inc is acting as financial advisor to Roche and Davis Polk & Wardwell LLP is acting as legal counsel, while Lazard Ltd is acting as financial adviser to Anadys.
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