NOVO NORDISK
Fri, 06 Nov 2020 08:19:00 -0500
Fri, 06 Nov 2020 08:19:00 -0500
Bagsværd, Denmark, 6 November 2020 – Novo Nordisk A/S
today announced that the company has entered into a definitive
agreement to acquire Emisphere Technologies Inc. (Emisphere), a drug
delivery company with proprietary technologies, such as the
Eligen® SNAC technology, that enable oral formulations of
therapeutics.
Novo Nordisk and Emisphere have
collaborated since 2007 and Emisphere’s proprietary drug delivery
technology Eligen® SNAC is used by Novo Nordisk under an
existing licence agreement in the oral formulation of Novo Nordisk’s
GLP-1 receptor agonist semaglutide, which is marketed and sold under
the brand name Rybelsus®.
Under the terms of
the agreement, Novo Nordisk will acquire all outstanding shares of
Emisphere for USD 1.350 billion. As part of the transaction, Novo
Nordisk will also acquire related Eligen® SNAC royalty
stream obligations owed to MHR Fund Management LLC (MHR), the largest
shareholder of Emisphere, for USD 450 million. Consequently, the total
acquisition price is USD 1.8 billion.
With these
acquisitions, Novo Nordisk eliminates its future royalty obligations
to Emisphere and MHR and obtains full access to the Eligen®
SNAC technology platform thereby enabling Novo Nordisk to expand the
portfolio of oral biologic pipeline assets across therapy areas.
The transaction will be debt financed and will not impact Novo
Nordisk’s previously communicated operating profit outlook for 2020 or
the ongoing share buyback programme. The acquisition is expected to
have a net negative impact on operating profit of less than one
percent in 2021 and broadly neutral to positive impact in the
following years.
“The acquisition of Emisphere provides
Novo Nordisk full ownership of the Eligen® SNAC technology,
which has been successfully used under a licence agreement to develop
the first oral biologic, Rybelsus®” said Mads Krogsgaard
Thomsen, executive vice president and chief scientific officer of Novo
Nordisk. “We intend to apply and further develop the technology and
use it on current and future pipeline assets with the aim of making
more biologic medicines orally available for patients”.
The transaction is subject to customary closing conditions, including
approval by Emisphere shareholders and the expiration or termination
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. MHR and certain other shareholders of
Emisphere, collectively owning a majority of the Emisphere shares,
have agreed to vote their shares in favour of the transaction.
Novo Nordisk is represented by Davis Polk & Wardwell LLP as
legal advisor and Evercore as financial advisor.
About Eligen® SNAC Carrier Technology
Eligen® SNAC technology enables drug therapies to be
provided in a tablet formulation with an absorption-enhancing
excipient. Emisphere created Eligen® SNAC technology, its
proprietary oral drug delivery platform, to facilitate the absorption
of small and large molecules without altering their chemical form,
biological integrity or pharmacological properties. Notably, the
technology enables the transport of therapeutic molecules including
large peptides and proteins across biological membranes such as those
of the gastrointestinal tract.
About Emisphere
Emisphere is a drug delivery company that utilises its
proprietary technologies to develop new oral formulations of
therapeutic agents. For more information, please visit Emisphere's
website at www.emisphere.com.
About Novo Nordisk
Novo Nordisk is a leading global healthcare company, founded in
1923 and headquartered in Denmark. Our purpose is to drive change to
defeat diabetes and other serious chronic diseases such as obesity and
rare blood and endocrine disorders. We do so by pioneering scientific
breakthroughs, expanding access to our medicines and working to
prevent and ultimately cure disease. Novo Nordisk employs about 44,000
people in 80 countries and markets its products in around 170
countries. For more information, visit novonordisk.com, Facebook, Twitter, LinkedIn, YouTube.