Roche and InterMune have entered into a definitive merger agreement under which Roche will fully acquire InterMune for $74 per share in cash, for a total transaction value of $8.3 billion on a fully diluted basis.
This offer represents a premium of 38% to InterMune’s Aug. 22 closing price, and a 63% premium to InterMune’s unaffected closing price Aug. 12. The merger agreement has been approved by the boards of both InterMune and Roche.
The transaction is expected to close in 2014.
Roche will commence a tender offer no later than Aug. 29 to acquire all outstanding shares of InterMune common stock, and InterMune will file a recommendation statement containing the unanimous recommendation that InterMune’s shareholders tender their shares to Roche. The transaction is expected to be neutral to core earnings per share in 2015 and accretive from 2016 onwards.
The acquisition of InterMune, a Brisbane, Calif.-based biotechnology company focused on the research, development and commercialization of innovative therapies in pulmonology and fibrotic diseases, will allow Roche to broaden and strengthen its respiratory portfolio globally. InterMune’s lead medicine, pirfenidone, is approved for idiopathic pulmonary fibrosis (IPF) in the E.U. and Canada and is under regulatory review in the U.S.
IPF is a progressive, irreversible and ultimately fatal disease characterized by progressive loss of lung function due to fibrosis, or scarring, in the lungs. Roche markets Pulmozyme and Xolair in the U.S. and has other novel therapeutic medicines targeting respiratory diseases in clinical development.
Roche will transition InterMune employees and operations into the Roche organization, ensuring readiness for an expected launch of pirfenidone in the U.S. later in 2014.
Pirfenidone has been marketed by InterMune in the E.U. and Canada as Esbriet since regulatory approval in 2011 and 2012, respectively. After previous regulatory review in the U.S. in 2010, the FDA recommended an additional phase III clinical trial to support the efficacy of pirfenidone. The results of this study, the ASCEND trial, were part of the new drug application (NDA) resubmission InterMune made in May 2014. On July 17, pirfenidone received Breakthrough Therapy Designation from the FDA, a designation reserved for drugs intended to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates it may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints. The PDUFA date for the pirfenidone NDA is Nov. 23.
In addition to pirfenidone, InterMune has research programs exploring new targets and pathways that may ultimately lead to improved treatment options for people with IPF and other fibrotic diseases.