Novo Nordisk has proposed to acquire Ablynx for upto €30.50 per share in cash, consisting of €28.00 upfront and €2.50 in Contingent Value Rights

Novo NordiskNovo Nordisk today confirms that it made a proposal on 22 December 2017 to acquire Ablynx for €28.00 per share in cash and one CVR with total potential cash payments over time of up to €2.50 per share. This proposal implies a total equity valuation of approximately €2.6 billion(1) for Ablynx and represents a premium of up to 60% over Ablynx's share price as of 6 December 2017 of €19.12, which was the day prior to our first proposal, and up to 66% over Ablynx's 3 month VWAP of €18.39 as of 5 January 2018. Novo Nordisk has made a concerted and good faith effort to engage in discussions with Ablynx. This proposal is the second proposal that Novo Nordisk has made to Ablynx's Board of Directors and represents up to approximately a 14% increase over the first proposal. Novo Nordisk regrets that the Board of Directors of Ablynx has so far declined to engage in any discussions, despite the proposals which have been put forward.

Novo Nordisk has conducted a deep analysis of Ablynx's business and product portfolio, based on publicly available information, including caplacizumab, ALX-0171, vobarilizumab, its other pipeline products and partnerships. Following that analysis, Novo Nordisk has concluded that combining Ablynx's caplacizumab with Novo Nordisk's strong global haematology franchise and extensive worldwide resources is a compelling opportunity and provides the clearest path to realizing full potential of Ablynx's portfolio in the best interests of all stakeholders, including patients and physicians. The proposed transaction would combine Novo Nordisk's regulatory, scientific and commercial expertise with Ablynx's strong existing medical teams to optimise the development and global commercialisation of caplacizumab.

Novo Nordisk has a high regard for Ablynx's other pipeline assets and the Nanobody platform. Novo Nordisk has since 2015 been undertaking a research collaboration with Ablynx on the Nanobody platform. Novo Nordisk would plan to continue to invest in the platform and support its people and activities, including the existing partnerships Ablynx has in place. We firmly believe that the combination of Ablynx's pipeline, R&D team and antibody engineering platform with Novo Nordisk's own R&D organization would create a stronger combined research base. Novo Nordisk recognises the value of maintaining Ablynx's presence in the Ghent area and intends to keep Ablynx's strong R&D base within Ghent and further develop Ablynx as a centre of excellence in Nanobody discovery and engineering.

Background to the proposals

On 7 December 2017, Novo Nordisk made an initial non-binding proposal to acquire Ablynx for €26.75 per share in cash. This proposal was rejected by Ablynx's Board of Directors on 14 December 2017.

Following this, Novo Nordisk has made a number of attempts to engage in a dialogue with Ablynx, which were rejected by Ablynx's Board of Directors.

On 22 December 2017, Novo Nordisk submitted a revised non-binding proposal to acquire Ablynx for up to €30.50 per share, including €28.00 per share in cash and one CVR with total potential cash payments over time of up to €2.50 per share. This proposal was rejected by Ablynx's Board of Directors on 23 December 2017. The Board of Directors of Ablynx has declined to engage in any discussions which would allow Novo Nordisk to better understand Ablynx management's views on Ablynx's prospects and valuation of Ablynx.

Following this, Lars Fruergaard Jørgensen, chief executive efficer of Novo Nordisk, spoke to Edwin Moses, chief executive officer of Ablynx on 5 January 2018 to reiterate Novo Nordisk's commitment to the transaction and to encourage Ablynx to meet with Novo Nordisk in order to have a discussion around key value drivers. Unfortunately, this offer was again refused by the Board of Directors of Ablynx.

Proposal submitted on 22 December 2017

Novo Nordisk's non-binding proposal submitted on 22 December 2017 consists of an upfront cash consideration of €28.00 per share and one CVR with total potential cash payments over time of up to €2.50 per share. Each CVR would entitle Ablynx's shareholders to receive additional cash payments promptly upon the occurrence of the following events:
  • €0.50 per CVR upon Ablynx's partner for vobarilizumab electing to exercise its opt-in right to license the drug candidate following completion of the ongoing phase II STEADY trial
  • €2.00 per CVR upon initiation of a phase III trial for ALX-0171

"The proposed transaction with Ablynx represents a compelling opportunity for both companies and is in the best interests of all of Ablynx's stakeholders", said Lars Fruergaard Jørgensen, chief executive officer of Novo Nordisk. "Novo Nordisk and Ablynx share a common focus on innovation-driven, patient-centric R&D. Novo Nordisk intends to use its full suite of regulatory, scientific and marketing expertise to complement the existing strong management and medical team at Ablynx in order to optimise the development and global commercialisation of caplacizumab for the benefit of patients suffering from aTTP. The proposed transaction is attractive for Novo Nordisk and is in line with Novo Nordisk's stated strategy to invest in its Biopharm operations. Ahead of the rapidly approaching potential EMA approval of caplacizumab, we believe now is the right time to consider a transaction that maximizes value for all of Ablynx's stakeholders."

At this stage, there can be no assurance that any agreement with respect to the proposed transaction will be reached between the two companies. Novo Nordisk's proposal to Ablynx's Board of Directors is subject to satisfactory completion of due diligence and the negotiation, execution and delivery of a mutually acceptable definitive transaction agreement. Novo Nordisk encourages Ablynx's Board of Directors to engage in a negotiated transaction for the benefit of all stakeholders.

Evercore is acting as financial advisor to Novo Nordisk and Stibbe cvba/scrl and Davis Polk & Wardwell LLP are acting as legal advisors to Novo Nordisk.

About Novo Nordisk

Novo Nordisk is a global healthcare company with more than 90 years of innovation and leadership in diabetes care. This heritage has given us experience and capabilities that also enable us to help people defeat obesity, haemophilia, growth disorders and other serious chronic diseases. Headquartered in Denmark, Novo Nordisk employs approximately 41,700 people in 77 countries and markets its products in more than 165 countries.

Most Popular Now

Cannabis extract helps reset brain function in psy…

Research from King's College London has found that a single dose of the cannabis extract cannabidiol can help reduce brain function abnormalities seen in people with psyc...

For first time in 40 years, cure for acute leukemi…

Acute myeloid leukemia is one of the most aggressive cancers. While other cancers have benefitted from new treatments, there has been no encouraging news for most leukemi...

New cancer treatment uses enzymes to boost immune …

Researchers at The University of Texas at Austin have developed a new approach to treating cancer using enzyme therapy. The enzyme, PEG-KYNase, does not directly kill can...

Bayer accelerates six new startups

Changing the experience of health: that's the focus of the six startups which the Bayer G4A team has included in the Accelerator program this year. The young companies fr...

Novartis receives European Commission approval of …

Novartis today announced that the European Commission (EC) has approved Kymriah® (tisagenlecleucel, formerly CTL019). The approved indications are for the treatment of pe...

Shire completes sale of oncology franchise

Shire plc (LSE: SHP, NASDAQ: SHPG) announces today that it has completed the sale of its Oncology franchise to Servier S.A.S. for $2.4 billion. The franchise includes the...

Antioxidant reduces risk for second heart attack, …

Doctors have long known that in the months after a heart attack or stroke, patients are more likely to have another attack or stroke. Now, a paper in the Journal of the A...

Novartis to divest the Sandoz US dermatology busin…

Novartis today announced it has agreed to sell selected portions of its Sandoz US portfolio, specifically the Sandoz US dermatology business and generic US oral solids po...

New tablet production facility in Ingelheim: Cente…

Boehringer Ingelheim held a groundbreaking ceremony for the construction of a new production facility for innovative drugs. This new Solids Launch facility will focus on ...

SOLAR-1 trial of Novartis investigational alpha-sp…

Novartis today announced the global Phase III SOLAR-1 trial evaluating the investigational alpha-specific PI3K inhibitor BYL719 (alpelisib) has met the primary endpoint s...

Tezepelumab granted Breakthrough Therapy Designati…

AstraZeneca and its partner Amgen Inc. (Amgen) today announced that the US Food and Drug Administration (FDA) has granted Breakthrough Therapy Designation for tezepelumab...

Pfizer terminates domagrozumab (PF-06252616) clini…

Pfizer Inc. (NYSE: PFE) announced that it is terminating two ongoing clinical studies evaluating domagrozumab (PF-06252616) for the treatment of Duchenne muscular dystrop...