Swedish Orphan Biovitrum (Sobi) has announced a definitive agreement to acquire Dova Pharmaceuticals by means of a tender offer.

The transaction is valued at up to USD 915 million on a fully diluted basis

The consideration consists of an upfront payment of USD 27.50 per share in cash and, one non-tradeable Contingent Value Right (CVR). The CVR entitles Dova shareholders to an additional USD 1.50 per share upon approval of Doptelet for use in Chemotherapy-Induced Thrombocytopenia (CIT) by the US Food and Drug Administration (FDA). The upfront cash component of the offer represents a premium of 36 per cent based on Dova’s most recent closing price of USD 20.19. The transaction is valued at up to USD 915 million (approximately SEK 9.0 billion) on a fully diluted basis.

The acquisition of Dova provides Sobi with Doptelet (avatrombopag), a differentiated on-market product in Chronic Immune Thrombocytopenia (ITP), a well established and growing market, for Chronic Liver Disease (CLD) and an ongoing phase 3 trial in Chemotherapy Induced Thrombocytopenia (CIT). The acquisition of Dova will broaden the scope of Sobi’s product portfolio into haematology and enhance Sobi’s commercial presence in the United States and Doptelet will further diversify Sobi’s revenue base adding a new growth driver. Sobi will leverage its expertise and existing infrastructure in haematology to grow Doptelet across its indications by expanding patient access outside the US.

About Dova Pharmaceuticals

Dova Pharmaceuticals was founded in 2016 to commercialise Doptelet, a second generation small-molecule thrombopoietin receptor (TPO) agonist used in the treatment of thrombocytopenia by increasing platelet count. In May 2018, Doptelet was approved by the FDA for the treatment of thrombocytopenia in adult patients with Chronic Liver Disease (CLD) who are scheduled to undergo a procedure, and in June 2019 for Chronic Immune Thrombocytopenia (ITP) in adult patients who have had an insufficient response to a previous treatment. Doptelet was approved by the European Medicines Agency (EMA) for Chronic Liver Disease (CLD) in June 2019, and a European filing for the Chronic Immune Thrombocytopenia (ITP) indication is expected in 2020. ITP is a rare autoimmune bleeding disorder characterised by a low number of platelets.

Dova is also conducting a phase 3 trial in Chemotherapy-Induced Thrombocytopenia (CIT) which is a common side effect of chemotherapy that results in a low number of platelets. At present, there are no approved drugs to treat CIT.

Accelerate growth in our haematology franchise

The acquisition of Dova is the latest in a series of transformative transactions Sobi has conducted to broaden its haematology and immunology portfolios by, adding commercial stage products and a late-stage pipeline. By acquiring Dova, Sobi will enhance its capabilities in the US market with key haematologist callpoints to further develop its existing franchises.

The current TPO market is estimated at USD 2.0 billion and represents an attractive commercial opportunity. Doptelet’s recent launch in ITP in the US is a first step to capturing significant market share in the mid-term. In addition, Doptelet has the potential to become the first-to-market drug to treat CIT.

“The cadence of upcoming launches and approvals across indications and regions that Doptelet provides, enables us to further accelerate growth in our haematology franchise”, said Guido Oelkers CEO and President at Sobi. “There is a large unmet medical need within thrombocytopenia and for us this is a great opportunity to be able to give patients access to new and improved treatments. Furthermore, we are excited to welcome the 125 professionals from Dova who will greatly strengthen Sobi’s haematology infrastructure and broaden our value chain in the US.“

Financing

The acquisition of Dova will be financed by a mix of existing cash resources and debt comprised of new committed credit facilities as well as Sobi’s existing credit facilities. The new financing consists of a SEK 3 billion term loan facility with a term of up to five years, and a EUR 280 million revolving credit facility with a term of up to five years, both arranged and made available by Danske Bank and Skandinaviska Enskilda Banken. The remaining part of the debt-financing is intended to be financed through Sobi’s existing credit facilities.

The transaction is expected to close in Q4 2019.

To the left: Guido Oelkers: Sobi