Wilson Therapeutics main product Decuprate is being developed primarily as a novel treatment for Wilson's disease, a hereditary disease that can cause severe liver damage with red blood cell breakdown (hemolysis), acute liver failure and severe neurological or psychiatric symptoms. The lead product WTX101 is currently being developed in a Phase 3 clinical trial and was granted approval in mid-December 2017 Fast Track-status by the US Food and Drug Administration (FDA).
Alexion Pharmaceuticals has a focus on treating patients who have suffered from unusual diseases. However, it is the newly formed Alexion Sweden who is making the bid for Wilson. Alexion Sweden, which was formed to be used in the acquisition, has not conducted any business other than preparing for and submitting the offer. The offer is subject to, among other things, an acceptance level of 90 percent and approval from relevant competition authorities. The acceptance period for the offer expires on or about May 23, 2018.
The takeover bid represents a premium of 70 percent compared to the closing price of the company's share of SEK 136 on April 10. The volume-weighted average price of the share during the last 90 trading days up to and including April 10, 2018, represents a premium of a full 89 percent.
Major shareholders are positive about the offer
Healthcap VI LP, Abingworth Bioventures VI LP, MVM Fund III LP and Neomed Innovation, the four largest shareholders in Wilson Therapeutics, as well as Handelsbanken Fonder and Fjärde AP-Fonden, whose combined ownership in Wilson Therapeutics amounts to 66,1 percent of the total number of shares and votes, have entered into undertakings towards Alexion Sweden to accept the offer, subject to certain conditions. The acceptance undertakings allow the owners to reject Alexion's offer if an offer is received that is ten percent higher than Alexion's offer. Read more.
Wilson Therapeutics' board of directors has, following a written request from Alexion, permitted Alexion to conduct a limited due diligence investigation of Wilson Therapeutics in connection with the preparation of the offer.
The independent committee of the board of directors of Wilson unanimously recommends that shareholders accept the offer.
The committee believes that a merger of the companies will result in significant value for Wilson shareholders in the short term, while Alexion's leading expertise in the development and commercialization of rare diseases can contribute to fulfilling the goal of making WTX101 available to patients with Wilson's disease worldwide.
The proposed transaction, the committee believes, highlights the companies' shared commitment to addressing the significant medical needs in Wilson's disease through continued focused development of this new unique drug candidate, which has the potential to significantly improve treatment options for patients with Wilson's disease.
The Committee is confident that Alexion is well positioned to advance the ongoing pivotal Phase 3 FOCuS study initiated in light of positive data from Phase 2, and to continue Wilson Therapeutics' important mission and focus to create new treatment options and improve the quality of life for patients with Wilson's disease.
»Alexion places great value on Wilson Therapeutics' management team and employees and expects that the Offer will support continued growth and create long-term positive effects for Wilson Therapeutics and its employees, and does not anticipate any adverse effects of the completion of the Offer on Wilson Therapeutics' organization, employees, including their terms of employment, or the locations in which Wilson Therapeutics conducts business« – from the press release
The bid coincides with the presentation of new study data at the International Liver Congress in Paris
Preliminary long-term efficacy and side effect profile data from the ongoing extension phase of the company's Phase 2 study of WTX101 (bischoline tetrathiomolybdate) – a new type of copper-protein binding substance with a unique mechanism of action that is being evaluated as a new treatment for Wilson's disease – have previously been selected to be presented as a so-called late-breaker poster at The International Liver Congress 2018, which is an annual scientific liver conference organized by the European Association for the Study of the Liver (EASL) in Paris and which begins today, April 11.
Private placement in December 2017 raised 244 million sek
Wilson Therapeutics conducted a directed new share issue of SEK 2017 million at the beginning of December 244 at a subscription price of SEK 95 per share, which represents a discount of 5,2 percent compared to the closing price of SEK 100,25 the day before. The new share issue represents a dilution of approximately 9,1 percent. Buyers include several reputable institutions and sector specialist funds, such as Oppenheimer, Polar Capital, Sphera Funds Management, Granite Point Capital Management and Handelsbanken.
Major shareholders Abingworth Bioventures VI LP and MVM Fund III LP also sold 1,65 million existing shares, also at a price of SEK 95 per share, to one of the institutional investors that expressed interest in participating in the new issue. Wilson Therapeutics stated at the time that the net proceeds would be used for general business purposes, including the planned clinical program, expansion of the organization and additional preparatory activities for a future commercialization of WTX101 in Europe and the US.
For the investors who participated in the issue, this undeniably seemed like a good deal. At the opening of the stock exchange today, the share surged 70 percent on the announced takeover bid.
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