SILVER SPRING, Md. and
SAN RAMON, Calif., April 30, 2018 /PRNewswire/ -- United
Therapeutics Corporation (NASDAQ: UTHR) and SteadyMed Ltd. (NASDAQ:
STDY) announced today the signing of a definitive merger agreement
under which United Therapeutics will acquire SteadyMed for
$4.46 per share in cash at closing
and an additional $2.63 per share in
cash upon the achievement of a milestone related to the
commercialization of Trevyent®. The transaction, including the
$75 million in contingent
consideration, is valued at $216
million.
SteadyMed is a specialty pharmaceutical company focused on the
development and commercialization of drug product candidates to
treat orphan and high-value diseases with unmet parenteral delivery
needs. SteadyMed's product portfolio includes Trevyent, a
development-stage drug-device combination product that combines
SteadyMed's two day, single use, disposable PatchPump® technology
with treprostinil, a vasodilatory prostacyclin analogue, for the
subcutaneous treatment of pulmonary arterial hypertension (PAH).
United Therapeutics is a leading biotechnology company focused on
the development and commercialization of therapies for the
treatment of PAH and other orphan diseases.
"We are optimistic about acquiring SteadyMed and adding Trevyent
to our pipeline of products to treat PAH," said Martine Rothblatt, Ph.D., Chairman and Chief
Executive Officer of United Therapeutics. "We are especially
impressed with SteadyMed's management team and global supply chain.
Trevyent fits in well with our mission, and we look forward to
bringing the product to the maximum number of patients as soon as
possible."
"United Therapeutics has always been at the forefront of
developing therapies to treat PAH, and we are delighted at the
prospect of our companies coming together, as one, to continue that
mission," said Jonathan M.N. Rigby,
President and Chief Executive Officer of SteadyMed. "We believe
that this proposed acquisition will help us realize our commitment
to bring Trevyent to market to improve the lives of patients with
PAH."
The Board of Directors of SteadyMed has unanimously approved the
merger agreement and unanimously recommends that SteadyMed
shareholders adopt the merger agreement. SteadyMed shareholders
owning approximately 43.3 percent of the ordinary shares of
SteadyMed have entered into an agreement to vote their shares in
favor of the transaction.
The transaction is subject to customary closing conditions,
including approval by SteadyMed's shareholders and the expiration
or termination of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, and is expected to be
completed in the third quarter of this year.
United Therapeutics received legal advice from Gibson, Dunn
& Crutcher and Herzog, Fox & Neeman; SteadyMed received
legal advice from Cooley LLP and Yigal
Arnon & Co.; and Wedbush PacGrow acted as an advisor to
the SteadyMed Board of Directors.
About United Therapeutics
United Therapeutics Corporation is a biotechnology company
focused on the development and commercialization of innovative
products to address the unmet medical needs of patients with
chronic and life-threatening conditions.
About SteadyMed Ltd.
SteadyMed Ltd. is a specialty pharmaceutical company focused on
the development of drug products to treat orphan and high value
diseases with unmet parenteral delivery needs. The company's lead
drug product candidate is Trevyent, a development-stage drug-device
combination product that combines SteadyMed's PatchPump technology
with treprostinil, a vasodilatory prostacyclin analogue to treat
PAH. SteadyMed has signed an exclusive license and supply agreement
with Cardiome Pharma Corp. for the commercialization of Trevyent in
Europe and the Middle East. In March
2018, Cardiome sublicensed its rights to sell Trevyent in
Canada to Cipher Pharmaceuticals.
SteadyMed has offices in San Ramon,
California and Rehovot, Israel. For additional information about
SteadyMed please visit www.steadymed.com.
Additional Information and Where to Find It
In connection with the proposed merger, SteadyMed intends to
file relevant materials with the Securities and Exchange Commission
(the "SEC"), including a proxy statement on Schedule 14A. Promptly
after filing its definitive proxy statement with the SEC, SteadyMed
will mail the definitive proxy statement and a proxy card to each
shareholder entitled to vote at the special meeting relating to the
transaction. STEADYMED INVESTORS AND SHAREHOLDERS ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT STEADYMED WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STEADYMED AND
THE TRANSACTION. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by SteadyMed with the SEC, may be obtained free of charge at
the SEC's website (http://www.sec.gov) or at SteadyMed's website
(http://ir.steadymed.com) or by writing to Marylyn Rigby, Investor Relations, SteadyMed
Ltd., c/o SteadyMed Therapeutics, Inc., 2603 Camino Ramon, Suite
350, San Ramon, California,
94583.
SteadyMed and its directors and executive officers are
participants in the solicitation of proxies from SteadyMed's
shareholders with respect to the transaction. Information about
SteadyMed's directors and executive officers and their ownership of
SteadyMed ordinary shares is set forth in SteadyMed's Annual Report
on Form 10-K filed with the SEC on March 30,
2018. To the extent that holdings of SteadyMed's securities
have changed since the amounts printed in SteadyMed's proxy
statement, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the identity of the participants, and their
direct or indirect interests in the transaction, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with SEC in connection with the
transaction.
Forward-looking Statements
Statements included in this press release that are not
historical in nature are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements related to the timing of
the consummation of the business combination transaction between
United Therapeutics and SteadyMed. Forward-looking statements are
based on United Therapeutics or SteadyMed management's beliefs, as
well as assumptions made by, and information currently available
to, them. Because such statements are based on expectations as to
future events and results and are not statements of fact, actual
events and results may differ materially from those projected
depending on a number of factors affecting the transaction and
SteadyMed's business. United Therapeutics and SteadyMed are
providing this information as of April 30,
2018 and undertake no obligation to update or revise the
information contained in this press release whether as a result of
new information, future events or any other reason. The risks and
uncertainties which forward-looking statements are subject to
include, but are not limited to: the risk that the transaction may
not be completed in a timely manner or at all, which may adversely
affect SteadyMed's business and the price of the ordinary shares of
SteadyMed; the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
merger agreement by the shareholders of SteadyMed and the
expiration or termination of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act; the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; the effect of the announcement
or pendency of the transaction on SteadyMed's business
relationships, operating results, and business generally; risks
that the proposed transaction disrupts current plans and operations
of SteadyMed or United Therapeutics and potential difficulties in
SteadyMed employee retention as a result of the transaction; risks
related to diverting management's attention from SteadyMed's
ongoing business operations; the outcome of any legal proceedings
that may be instituted against SteadyMed related to the merger
agreement or the transaction; the ability of United Therapeutics to
successfully integrate SteadyMed's operations, product lines, and
technology; future clinical results; the timing or outcome
of FDA approvals or actions, if any; and other risks and
uncertainties, such as those described in periodic and other
reports filed by United Therapeutics and SteadyMed with the
Securities and Exchange Commission, including their respective most
recent Annual Reports on Form 10-K and Current Reports on Form 8-K.
TREVYENT and PATCHPUMP are registered trademarks of SteadyMed
Ltd.
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SOURCE United Therapeutics Corporation; SteadyMed