Less than two weeks after placating the rumor mill by officially announcing that it was evaluating “strategic alternatives,” MGI Pharma (Minneapolis) agreed to be acquired by Eisai (Tokyo) for $41 per share, or about $3.9 billion in cash.
Shares of MGI have gained steadily in the past year, rising from around $19 in November 2006 to around $30 last month. The stock jumped to $35.10 after MGI revealed its strategic review plans, and shares rose another 19.58%, or $6.57, to close at $40.02 on Monday’s news of the deal with Eisai.
In a research note, analyst Christopher Raymond of Robert Baird & Co. said he was “impressed with MGI’s ability to fetch such a premium.”
Spokespersons from MGI could not be reached for comment, but the company said in its press release that it had met with “many of the leading companies in the pharmaceutical and biotechnology industry” during its strategic review period. However, if a better offer comes along, MGI can still back out by paying Eisai a $129 million break-up fee.
The MGI deal adds five more marketed cancer products to the mix: Gliadel Wafer (polifeprosan 20 with carmustine implant) for malignant gliomas, Aloxi (palonosetron hydrochloride) for chemotherapy-induced nausea and vomiting (CINV), Dacogen (decitabine) for myelodysplastic syndromes (MDS), Hexalen (altretamine) for ovarian cancer, and Salagen (pilocarpine hydrochloride) for dry mouth associated with Sjogren’s syndrome and radiation therapy.
MGI’s products generated sales of $110.8 million in 3Q07, contributing to the company’s cash balance of $166.5 million as of Sept. 30. Eisai said it expects the acquisition to be accretive to its cash earning-per-share in fiscal year 2008 and to its GAAP earnings-per-share in fiscal 2009.
Yet the long-term revenue-generating potential of MGI’s products has raised some questions. Aloxi, the biggest earner, brought in $66.3 million in the third quarter, down from $70.4 million in the third quarter of last year. Aloxi faces patent expiration in 2015, but MGI is trying to squeeze more value out of the drug in the interim by seeking approval in post-operative nausea and vomiting as well as in CINV with an oral formulation. In both cases, supplemental new drug applications have been submitted to the FDA.
MGI’s other revenue generator of note, Dacogen, brought in $34.6 million in the third quarter, up from $11.9 million in the same period last year.
Beyond its marketed products, MGI also has a late-stage pipeline that includes Aquavan (fospropofol disodium), a sedative-hypnotic agent under FDA review for patients undergoing minor surgical or diagnostic procedures; Saforis (glutamine), an oral mucositis drug that received an approvable letter last year requiring another Phase III trial; and amolimogene, a cervical dysplasia drug in pivotal trials.
Under the terms of the definitive merger agreement, Eisai will acquire all outstanding shares of MGI through a tender offer made by Jaguar Acquisition Corp., a wholly-owned subsidiary of Eisai Corp., Eisai’s North American division. After completion of the tender offer, Jaguar will be merged into MGI, which will become a wholly-owned subsidiary of Eisai Corp.
MGI’s board of directors unanimously approved the deal, which is expected to close in 1Q08.
In other dealmaking news:
• Inverness Medical Innovations (IMI; Waltham, Massachusetts) and BBI Holdings (Cardiff, UK) reported that they have reached agreement on a proposal for Inverness to acquire all of BBI’s outstanding share capital for as much as $149 million. BBI specializes in the development and manufacture of non-invasive lateral flow tests, or in vivo disagnostics, and has achieved a global reputation for manufacturing superior-quality gold reagents. BBI is quoted on the AIM market of the London Stock Exchange.
The acquisition, the ninth that Inverness has made or proposed this year, is expected to be implemented by way of a court-approved plan of arrangement under Section 425 of the UK Companies Act, whereby BBI would become a wholly-owned subsidiary of IMI.
Under the arrangement, Inverness would offer BBI shareholders 195 pence (about $3.95) per ordinary share, payable in IMI stock, with an option to select a cash alternative at 185 pence (about $3.75) per share.
The acquisition is conditioned on court approval of the plan and a favorable vote by BBI shareholders.
The deal is worth just under $149 million if all remaining BBI shares were purchased with Inverness stock, while an all-cash deal would be worth $141.4 million.
Of the total 42,917,735 issued and outstanding BBI shares, 5,208,333 shares already are held by a subsidiary of IMI. In addition, BBI employees also have options to purchase 5,303,349 shares. Inverness said it intends to offer each option holder the opportunity to exchange his or her existing BBI options for a new IMI option with the equivalent market value.
Commenting on the proposed transaction, Ron Zwanziger, CEO of Inverness said, “We have had a long and positive relationship with BBI, and IMI strongly believes that their capabilities in developing novel lateral flow based rapid diagnostic products and in developing and manufacturing high performance reagents and biological materials for use in those products would greatly complement our existing business.”
IMI has been highly acquisitive this year. In November it reported that it completed its $165 million acquisition of HemoSense (San Jose, California), a developer of point-of-care testing products for therapeutic drug monitoring (Medical Device Daily, Nov. 16, 2007).
In October, the company agreed to buy Alere Medical (Reno, Nevada) for $302 million, consisting of about $125 million in cash and $177 million in IMI common stock.
Earlier in October the company said it would acquire all the shares of Panbio (Brisbane, Australia) for 65 cents a share in cash. The proposal values the issued share capital of Panbio at about A$41 ($37 million). Panbio develops diagnostic tests, including those used in the diagnosis of flaviviruses and other arthropod-borne viruses, selling worldwide (MDD, Oct. 9, 2007).
That deal was reported just a few days after the company said it had acquired UK-based Bio-Stat Healthcare.