Avanir Pharma To Be Acquired By Japan's Otsuka In $3.5 Bln Cash Deal

(RTTNews) - Avanir Pharmaceuticals, Inc. (AVNR) Tuesday said it has entered into a definitive agreement to be acquired by Otsuka Pharmaceutical Co., Ltd., a unit of Japan's Otsuka Holdings Co., Ltd., (OTSKF.PK, OTSKY.PK), for $17 per share in cash. The transaction values Avanir at approximately $3.5 billion.

The deal has been unanimously approved by the boards of directors of both the companies. Otsuka, which employs approximately 28,700 people, will launch a tender offer within ten business days to purchase all outstanding shares of Avanir.

The closing of the tender offer will be subject to the tender of a majority of Avanir's shares outstanding and some other customary closing conditions. The transaction is expected to close in the first quarter of 2015.

Upon the deal closure, Avanir will continue to operate under its current structure as an independent subsidiary of Otsuka America, Inc. Avanir will partner with Otsuka in the U.S. to further enhance its development and commercialization efforts in CNS-related disorders.

In the deal, Centerview Partners LLC is serving as financial advisor and Latham & Watkins, LLP is serving as lead legal advisor for Avanir.

Otsuka Pharmaceutical's Taro Iwamoto said, "As we bring together Otsuka's experience and business track record in the area of mental illnesses with Avanir's strengths in neurologic diseases, we believe that we can evolve into a truly global CNS pharmaceutical company. Avanir's creativity and proven execution on drug discovery and development for largely unexplored medical indications, typified by PBA, represents a hand-in-glove fit with Otsuka's culture."

Avanir is a biopharmaceutical company focused on developing and commercializing therapeutic products for treating central nervous system disorders. On November 26, Avanir received a Complete Response Letter from FDA, declining to approve Avanir's investigational drug-device combination product AVP-825 for the treatment of migraine. Avanir plans to conduct a new human factors study, with input from the FDA, and respond to the Complete Response Letter in the first half of calendar 2015.

In the pre-market activity on Nasdaq, Avanir shares are currently gaining 12.60 percent to trade at $16.89. In France, Avanir shares were gaining 20.93 percent.

In Japan, Otsuka Holdings shares gained 2.09 percent to settle at 3,864.50 Japanese yen.