Forest Laboratories (NYSE:FRX) said Tuesday it will acquire specialty pharmaceutical company Clinical Data (NASDAQ:CLDA) for $1.2 billion.
The $30.00 per share deal represents a 19.2% premium to Clinical Data’s share price before it announced a potential takeover as well as the approval of its antidepressant drug Viibryd in January. Clinical Data was down more than 8% today to trade at $30.99 as of 1:30pm EST - above the offer price.
In addition to the $30.00 per share, Clinical Data shareholders could also receive contingent consideration of up to $6.00 per share, dependent on achieving a series of commercial sales targets for Viibryd.
Forest said the deal will allow the company to leverage its existing presence in the antidepressant market through the launch of Viibryd – planned in the US during the second half of this year. The market for the treatment of major depressive disorder now stands at more than 200 million prescriptions annually and is steadily growing. Viibryd is expected to retain market exclusivity until March 2020.
"We believe that we are uniquely positioned to bring Viibryd to market in light of our long and successful experience of clinical development and expertise in the antidepressant market,” said chairman, CEO and president of Forest, Howard Solomon.
“This transaction is consistent with our strategy to acquire new products that will help offset the loss of revenues due to patent expiries.”
Forest said the acquisition is not expected to impact its 2011 fiscal year guidance, and could be accretive to earnings during fiscal 2014. The launch of Viibryd will require marketing and sales investments, including a planned sales force expansion.
The deal, which has already been approved by both boards, will be financed with existing cash resources and is expected to close in the second quarter. Roughly 52% of Clinical Data’s shareholders, including the company’s chairman Randal J. Kirk, have entered lock-up agreements to vote in favour of the acquisition.
Forest has plans to submit two additional new drug applications this year, and another two in 2012.