Bayer subsidiary Aviator Acquisition has commenced a public takeover offer for all Algeta shares, priced at 59.29 USD per share in cash. Aviator Acquisition was established by Bayer for the primary purpose of acquiring Algeta, an Oslo-based company focused on developing and manufacturing novel therapies for cancer patients.
The voluntary cash offer follows the transition agreement Bayer signed with Algeta last December 2013. Bayer’s offer seeks to acquire the entire issued share capital of Algeta. It values total share capital of the company at USD 2.9 billion on a fully diluted basis. Algeta’s Board of Directors has issued their unanimous recommendation encouraging shareholders to accept Bayer’s offer.
The two companies have collaborated since 2009 to develop and market radium-223 dichloride, an alpha particle emitting radioactive therapeutic agent targeting castration-resistant prostate cancer in patients. The agent, also known as Xofigo, also targets symptomatic bone metastases and unknown visceral metastatic disease. Bayer and Algeta have secured FDA approval for Xofigo in May 2013 and marketing approval from the European Commission in November 2013. The companies have promoted the drug in collaboration.
Bayer has already acquired pre-acceptances for about 14% of Algeta shares. These include pre-acceptances from the entire Algeta board of director members as well as from HealthCap IV, Algeta’s largest shareholder.
A minimum acceptance level of 90% of the share capital is indicated in the offer. Lower percentages (but not less than 50%) of outstanding Algeta shares minimum acceptance is indicated in the offer, provided no material adverse change occurs in the company. However, completion of the offer is subject to satisfaction or waiver of detailed customary conditions. Bayer’s acquisition of Algeta was cleared for announcement by the German Federal Cartel Office on January 6, 2014.
Bayer’s public takeover offer started last January 20 and will expire on February 24, 2014.