The closing of the transaction is subject to the signing of a consent decree by Bristol-Myers Squibb and Celgene with the Federal Trade Commission (FTC)
Image: Amgen is expected to acquire OTEZLA along with the related intellectual property. Photo: Courtesy of Coolcaesar/Wikipedia.
US-based biopharmaceutical company Amgen has signed an agreement with Celgene to acquire the rights for its psoriasis and psoriatic arthritis drug OTEZLA (apremilast), along with certain assets and liabilities for $13.4bn (£10.9m) in cash.
The divestment decision is part of Celgene’s pending merger with US-based pharmaceutical company Bristol-Myers Squibb, which is under ongoing regulatory approval process.
The closing of the transaction is subject to the signing of a consent decree by Bristol-Myers Squibb and Celgene with the Federal Trade Commission (FTC) in connection with their pending merger, the completion of the pending merger, and the fulfilment of other customary closing conditions.
Bristol-Myers Squibb chairman and chief executive officer Giovanni Caforio said: “This agreement represents an important step toward completing our pending merger with Celgene. It also demonstrates the tremendous achievement of the Celgene team in establishing OTEZLA as an important medicine for patients with psoriasis, psoriatic arthritis and Behçet’s Disease.
“Together with the OTEZLA team, Amgen has the capabilities and infrastructure to continue to support this important medicine and ensure a seamless transition for patients and healthcare providers.”
OTEZLA is a post-topical, pre-biologic treatment approved for use in the US with three indications including the treatment of patients with moderate-to-severe plaque psoriasis, adult patients with active psoriatic arthritis, and adult patients with oral ulcers associated with Behçet’s Disease.
In addition, the drug is permitted in more than 50 markets outside the US, including the European Union and Japan, and has patent exclusivity through at least 2028 in the US.
Amgen will transfer Celgene employees primarily dedicated to OTEZLA
Under the agreement terms, Amgen is expected to acquire OTEZLA along with the related intellectual property including any patents covering apremilast, and other assets and liabilities related to OTEZLA.
The pending Bristol-Myers Squibb, Celgene merger is expected to be closed by the end of 2019, and the proceeds from the sale of OTEZLA is planned to be used for debt reduction.
For the transaction, Dyal served as the lead financial advisor, Goldman Sachs & Co served as financial advisor and Sullivan & Cromwell served as legal advisor to Amgen.
Amgen chairman and chief executive officer Robert A Bradway said: “The acquisition of Otezla offers a unique opportunity for Amgen to provide patients an innovative oral therapy for psoriasis and psoriatic arthritis that fits squarely within our portfolio and complements our Enbrel and AMGEVITA brands.
“We will take advantage of our 20 years of experience in inflammatory disease to realize the full global potential of Otezla as an affordable option for patients with these serious, chronic inflammatory conditions.”