Valeant Pharmaceuticals International, based in Canada, has entered into a "stalking horse" asset purchase agreement to acquire certain assets of Seattle, Wash.-based biotechnology company Dendreon for $296 million in cash.
Valeant will acquire the world-wide rights to Dendreon's Provenge (sipuleucel-T) product and certain other Dendreon assets. Provenge (sipuleucel-T) is an immunotherapy treatment designed to treat men with advanced prostate cancer by taking the body's own immune cells and reprograming them to attack advanced prostate cancer. The product was approved by the FDA in April 2010 and realized revenues of approximately $300 million in 2014. Provenge was approved by the EMA in 2013.
Dendreon has been a debtor pursuant to chapter 11 of the U.S. Bankruptcy Code since November 2014. The asset purchase agreement constitutes a stalking horse bid in a sale process being conducted under Section 363 of the U.S. Bankruptcy Code.
As the stalking horse bidder, Valeant will be entitled to a break-up fee and expense reimbursement if it ultimately does not prevail as the successful bidder at a subsequent auction for Dendreon's assets. Valeant's role as a stalking horse bidder, and the sale itself, are subject to approval by the Bankruptcy Court. In addition, completion of the transaction remains subject to higher or better offers at such auction and customary closing conditions.
"We believe that oncology has similar characteristics to our current therapeutic portfolios, such as strong growth, high durability, strong patient and physician loyalty and a terrific reimbursement regime," said J. Michael Pearson, chairman and CEO. "We previously have not found an economic way to enter this market, but with the unique dynamics of this situation, we believe that this transaction will create significant shareholder value."