The Medicines Company acquired by Novartis in $9.7bn deal

February 2020 | DEALRFONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

February 2020 Issue

With the intention of revolutionising the treatment of cardiovascular disease around the world, biopharmaceutical firm The Medicines Company is to be acquired by Swiss multinational Novartis International AG – one of the world’s largest manufacturers of pharmaceuticals – in a deal valued at $9.7bn.

The definitive agreement will see Novartis acquire The Medicines Company for $85 per share in cash, representing a 45 percent premium to its unaffected share price and a 57 percent premium to its unaffected one-week average price.

“Our company’s singular, relentless focus and the unwavering commitment of our employees have led to this opportunity to unlock the intrinsic value of inclisiran for patients and to maximise value for our shareholders,” said Mark Timney, chief executive of The Medicines Company. “We are excited that millions of patients with atherosclerotic cardiovascular disease and familial hypercholesterolemia will potentially benefit from this transformational therapy.”

The transaction has been unanimously approved by the boards of directors of both companies.

“This $9.7bn transaction is a great outcome for shareholders of The Medicines Company,” said Alexander J. Denner, chairman of The Medicines Company board of directors. “Not so long ago, The Medicines Company was at a crossroads due to the loss of its key revenue driver. I am proud of the company’s transformation under a reconstituted board into a lean, highly focused team successfully advancing an exciting new therapy and creating tremendous value for patients and shareholders.”

Headquartered in New Jersey, The Medicines Company is a biopharmaceutical company with a singular, relentless focus on addressing the greatest global healthcare challenge and burden today – cardiovascular disease. The company’s mission is to halt the deadly progression of atherosclerosis and the cardiovascular risk created by high levels of bad cholesterol.

Moreover, The Medicines Company’s key therapy, inclisiran – an investigational, innovative, potent twice-annual therapy to lower LDL cholesterol – is believed to have the potential to transform treatment of the disease. The company expects to file regulatory submissions for inclisiran in the US in the fourth quarter of 2019 and in Europe in the first quarter of 2020.

“We recognised the innovative promise of inclisiran and focused the company’s resources to advance it from early development through phase 3 in ‘record’ time for the benefit of patients,” continued Mr Denner. “Inclisiran has the potential to revolutionise the treatment of cardiovascular disease and profoundly improve the lives of millions of people around the world.

“Our vision for inclisiran is an affordable, widely available treatment that will dramatically reduce both the medical and economic burden of cardiovascular disease,” he added. “Given the enormous capital required to realise its full potential, we have decided to sell to a company with resources and scale in excess of ours.”

Acting as financial advisers to The Medicines Company are Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.

Completion of the transaction is expected in the first quarter of 2020, pending the successful completion of the tender offer and other customary closing conditions. Until that time, The Medicines Company will continue to operate as a separate and independent company.

Dr Denner concluded: “On behalf of the board, I thank our outstanding management team and talented employees for their tireless work and dedication, which was invaluable in consummating this transaction.”

Fraser Tennant