Movetis receives a tender offer from Shire of €19 cash per share for all outstanding shares and warrants
Turnhout (Belgium) - 3 August 2010 (1:35 PM CET) - Movetis NV (MOVE), the European gastrointestinal (GI) specialty pharmaceutical company, announces that it has received a conditional offer from a Luxembourg incorporated wholly-owned subsidiary of Shire plc (LSE: SHP, NASDAQ: SHPGY), the global specialty biopharmaceutical company, to acquire all outstanding shares and warrants of Movetis NV at an offer price of €19.00 in cash per share, valuing the Company's equity, on a fully diluted basis, at €428 million. The public tender offer is expected to start upon approval by the Belgian supervisory authority of the bid prospectus.
Movetis' board of directors unanimously support this offer and certain shareholders (including Sofinnova Partners, Sofinnova Ventures and Life Sciences Partners) holding in aggregate 38.9% of Movetis' issued share capital have unconditionally agreed to tender their shares in the bid. Movetis' board will provide its formal response to the proposed takeover bid in a memorandum which it will issue in due course. The availability of the prospectus and the board's memorandum will be published at a later date, which will be announced through the media.
Shire's offer price of €19.00 per share represents a premium of 74% to Movetis' closing price on NYSE Euronext Brussels as of August 2, 2010; a premium of 107% to the average closing price of Movetis shares for the period from July 2, 2010 until and including August 2, 2010; and a premium of 55% to the Movetis' IPO offer price of €12.25 in December 2009. The offer is contingent upon the fulfillment of certain customary conditions, including receipt of acceptances in respect of at least 90% of the shares that are the subject of the offer. One of the conditions for the bid would be that Movetis does not enter into a partnership around Resolor in Europe, and Movetis intends to comply with this condition pending the completion of the bid.
Shire's mission is to become the most valuable specialty biopharmaceutical company in the world that focuses on enabling people with life-altering conditions to lead better lives. The primary reasons underlying Shire's bid for Movetis are its ambition to diversify and grow its business in Europe, and the excellent fit between Movetis' Resolor and Shire's existing GI product portfolio and capabilities.
It is anticipated that Movetis will play an important role in Shire's GI business. Movetis staff will play key roles in research & development in the GI field and in the European commercialisation of Resolor® and, over time, of Shire's Mezavant®. The Movetis employees in Belgium, the UK and Germany will continue to support the Resolor launch and will over time become part of the Shire organisation. The current Movetis CEO, Dirk Reyn, will head these European efforts which will be grouped in the existing legal entity based in Turnhout (Belgium). He will report into the Shire global GI business head.
Staf Van Reet, Chairman of the board of directors of Movetis, states: "This transaction, when completed, will create significant shareholder value. This offer is a further remarkable milestone in Movetis' brief and dynamic history. In October last year we gained the authorisation to market Resolor in 30 European countries, this was followed by our successful IPO on NYSE Euronext in December 2009 and the commercial launch of Resolor in the first European markets in the first half of 2010. This rapid development has now led to receipt of an offer to join forces with Shire, one of the most valuable specialty pharmaceutical companies with a strong specialty presence in the US and Europe. "
Dirk Reyn, Chief Executive Officer of Movetis, adds: "The management teams of Movetis and Shire believe that, together, we will be able to build on our knowhow, our existing European teams and our infrastructure to become a partner of choice for European GI specialists and optimise the commercialisation of Resolor alongside Mezavant in Europe. Taking our other assets in development into account, we have one of the strongest global and European product portfolios in gastroenterology".
Evercore Partners acts as sole financial advisor to Movetis in this transaction.
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Movetis is a European specialty GI company that is focused on improving the lives of millions of patients - both adults and children - by discovering, developing and commercialising innovative treatments targeting GI conditions with a high unmet medical need. Movetis NV was founded in Belgium in November 2006 as a spin-off of Johnson & Johnson. Movetis has a broad portfolio of GI products: apart from Resolor® (prucalopride), Movetis has two products in Phase II development and two prioritised compounds in preclinical development, all addressing important GI areas including ascites, paediatric reflux, refractory GORD (gastroesophageal reflux disease) and severe forms of irritable bowel syndrome. In addition, Movetis has rights to a large library of qualified lead compounds with potential for development in different GI indications and access to know how for compounds in secretory diarrhoea.
The current portfolio is licensed from Janssen Pharmaceutica NV, Belgium and Ortho-McNeil Pharmaceutical Inc., two Johnson & Johnson companies. Movetis shares are listed on Euronext Brussels under the ticker MOVE.
About Resolor® (prucalopride)
Resolor (prucalopride) is a selective, high-affinity 5-HT4 receptor agonist specifically developed to target impaired motility associated with chronic constipation, thereby restoring normal bowel movement. Resolor (prucalopride) is currently approved in 30 European countries (EU27, Norway, Iceland and Liechtenstein) for the symptomatic treatment of chronic constipation in women in whom laxatives fail to provide adequate relief. The marketing authorisation application is currently under review in Switzerland.
Shire's strategic goal is to become the leading specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit hyperactivity disorder (ADHD), human genetic therapies (HGT) and gastrointestinal (GI) diseases as well as opportunities in other therapeutic areas to the extent they arise through acquisitions. Shire's in-licensing, merger and acquisition efforts are focused on products in specialist markets with strong intellectual property protection and global rights. Shire believes that a carefully selected and balanced portfolio of products with strategically aligned and relatively small-scale sales forces will deliver strong results.
Shire shares are listed on the London Stock Exchange and on Nasdaq under the tickers SHP (LSE) and SHPGY (NASDAQ).
Shire is a rapidly growing global specialty biopharmaceutical company with global sales and marketing infrastructure and a broad portfolio of products. At December 31, 2009 Shire had 3,875 employees. The Shire group generated over USD 3 billion revenues in 2009 and it has operating companies in a number of world markets including the UK, Ireland, Germany, Italy, Spain, France, Portugal, the US, Canada, Brazil and Australia.
For further news on Shire, please visit the company's website: www.shire.com.
Mezavant/Lialda (mesalamine) is currently approved in a number of countries for the treatment of ulcerative colitis. Lialda, branded Mezavant outside the US, was first launched in March 2007 in the US and as of June 2010 had an 18.8% market share of the US total prescription market. Mezavant has been launched in 15 countries outside the US, including 13 countries in the EU, with plans to continue launching in selected markets. Mezavant is currently being investigated in phase III trials as a treatment to reduce the risk of recurrent attacks of diverticular disease.
For further information, please contact
Chris Van Raemdonck
Disclaimer: This release may contain forward-looking statements, including, without limitation, statements containing the words "believes," "anticipates," "expects," "intends," "plans," "seeks," "estimates," "may," "will," "could," "stands to," and "continues," as well as similar expressions. Such forward looking statements may involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance or achievements of Movetis, or industry results, to be materially different from any historic or future results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, the reader is advised not to place any undue reliance on such forward looking statements. These forward-looking statements speak only as of the date of publication of this document. Movetis expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.
Conference call. On the occasion of this announcement, Movetis will host a conference call today (August 3) at 3:00 PM CET. Dirk Reyn, CEO, Catherine Moukheibir, CFO, and Chris Van Raemdonck, IR, will host this event. Participants can dial-in through one of the following telephone numbers: +32(0)2 290 14 07 (when dialing-in from Belgium), +33(0)1 7099 3208 (from France), +49(0)695 8999 0507 (from Germany), +31(0)20 7965 008 (from the Netherlands), +46(0)8 5052 0110 (from Sweden), +41(0)2 2592 7007-Geneva; +41(0)434 5392 61-Zürich (from Switzerland), +44(0)20 7162 0077 (from the UK), +1 877 491 0064 (from the US). Mention the conference code 872409 and name ‘Movetis Communication Session'. We recommend that participants start dialing in 5-10 minutes in advance to ensure a timely start to the conference.