Amgen acquisition of Otezla : Amgen has agreed to acquire global rights to Celgene’s psoriasis drug Otezla (apremilast) for $13.4 billion, which includes $2.2 billion in expected future cash tax benefits.
The deal is being executed to pave way for regulatory approval for the previously announced Bristol-Myers Squibb acquisition of Celgene in a deal worth about $74 billion.
In June, Bristol-Myers Squibb disclosed plans to offload Otezla to address competition concerns raised by the US Federal Trade Commission as it was already developing a competing drug.
Giovanni Caforio – chairman and CEO of Bristol-Myers Squibb, commenting on Amgen acquisition of Otezla, said: “This agreement represents an important step toward completing our pending merger with Celgene. It also demonstrates the tremendous achievement of the Celgene team in establishing OTEZLA as an important medicine for patients with psoriasis, psoriatic arthritis and Behçet’s Disease.
“Together with the OTEZLA team, Amgen has the capabilities and infrastructure to continue to support this important medicine and ensure a seamless transition for patients and healthcare providers.”
Morgan Stanley & Co is the financial advisor to Bristol-Myers Squibb in the deal with Kirkland & Ellis being the legal counsel, while Arnold & Porter Kaye Scholer is its legal counsel on antitrust matters.
Otezla, which generated $1.6 billion in sales in 2018, is currently the only oral, non-biologic treatment for psoriasis and psoriatic arthritis.
The Celgene psoriasis drug has three approvals in the US —for moderate-to-severe plaque psoriasis, active psoriatic arthritis, and for oral ulcers associated with Behçet’s Disease.
Otezla is also approved in 50 plus markets outside the US, including the European Union and Japan. In the US, the Celgene psoriasis drug has patent exclusivity through at least 2028.
Commenting on Amgen acquisition of Otezla, Robert A. Bradway – chairman and CEO of Amgen, said: “The acquisition of Otezla offers a unique opportunity for Amgen to provide patients an innovative oral therapy for psoriasis and psoriatic arthritis that fits squarely within our portfolio and complements our Enbrel and AMGEVITAbrands.
“We will take advantage of our 20 years of experience in inflammatory disease to realize the full global potential of Otezla as an affordable option for patients with these serious, chronic inflammatory conditions.”
Dyal Co. is the lead financial advisor to Amgen in the deal, while Goldman Sachs & Co. is the financial advisor and Sullivan & Cromwell is the legal advisor.
The closing of Amgen acquisition of Otezla, which is expected to occur by the year-end, is subject to Bristol-Myers Squibb entering into a consent decree with the Federal Trade Commission in connection with the pending Celgene merger. It will also be subject to the closing of the pending merger with Celgene and the meeting of other customary closing conditions.