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.
Contacts
United Therapeutics:
James EdgemondPhone: (301) 608-9292E-mail:
jedgemond@unither.com
SteadyMed:
Marylyn Rigby Senior Director, Investor Relations and Marketing
925-272-4999 E-mail: mrigby@steadymed.com
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