Japanese pharmaceutical company Mitsubishi Tanabe Pharma Corp (TYO: 508), agreed to acquire Israeli pharmaceutical company NeuroDerm Ltd. (NASDAQ: NDRM), for $1.1 billion.

The deal was unanimously approved by NeuroDerm’s Board of Directors. The offer of $39 per share in cash represents a premium of 79 percent over the unaffected price on June 9, 2017 of NeuroDerm’s ordinary shares and a 17 percent premium over the closing stock price on July 21, 2017. A special meeting of shareholders to approve the transaction is expected to be held this fall. Assuming typical regulatory and shareholder approval timeframes, the deal is expected to close in the fourth quarter of 2017.

NeuroDerm is headquartered at the Weizmann Science Park in Rehovot, Israel. The clinical-stage pharmaceutical company develops central nervous system (CNS) product candidates that are designed to overcome major deficiencies of current treatments and achieve enhanced clinical efficacy through continuous, controlled administration.

NeuroDerm’s main focus is in Parkinson’s disease, where it has three clinical stage product candidates in development which offer a solution for almost every Parkinson’s disease patient, from moderate to the very severe stage of the disease.

The primary product candidates are a line of levodopa and carbidopa (LD/CD) products administered through small belt pumps that deliver a continuous, controlled dose of LD/CD. The LD/CD product candidates, ND0612L and ND0612H, are aimed at the treatment of moderate and advanced Parkinson’s disease patients, respectively, and are delivered subcutaneously. NeuroDerm is also designing a patch pump for future use. ‘

In addition, NeuroDerm is developing ND0701, a novel subcutaneously delivered apomorphine formulation for patients who suffer from moderate to severe Parkinson’s disease and who do not respond well to LD/CD.

“We believe that this transaction will yield important benefits for NeuroDerm’s shareholders and the Parkinson’s disease patients that urgently need new therapies,” said Oded S. Lieberman, PhD, CEO of NeuroDerm.

Mitsubishi Tanabe Pharma, founded in 1678, has its headquarters in Doshomachi, Osaka, the birthplace of Japan’s pharmaceutical industry. With business centered on ethical pharmaceuticals, Mitsubishi Tanabe Pharma is a well-established company and has the longest history of any listed company in Japan.

The deal is being structured by way of a merger under the Israeli Companies Law.  Voting and Support Agreements in support of the transaction have been signed by shareholders of NeuroDerm who are also directors, holding shares representing in the aggregate approximately 34 percent of NeuroDerm’s outstanding ordinary shares entitled to vote to approve the transaction.

Centerview Partners, LLC is acting as financial advisor to NeuroDerm, and White & Case LLP and Meitar Liquornik Geva Leshem Tal are acting as legal counsel.

Photo: Neuroderm at NASDAQ IPO Listing. (Ynetnews)



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