Marlborough, Mass.-based global biopharmaceutical company Sunovion Pharmaceuticals Inc., a subsidiary of Japan’s Sumitomo Dainippon Pharma Co. Ltd. (TYO: 4506), agreed to acquire Toronto, Canada-based Cynapsus Therapeutics Inc. (NASDAQ: CYNA) (TSX: CTH), a central nervous system pharmaceutical company, for US$40.50 per share in cash, at a value of $624 million (C$820 million).

Sumitomo Chemical Co. Ltd. (TYO: 4005), a major Japanese chemical company and a constituent of the Nikkei 225 stock index, has a controlling ownership stake in Sunovion’s parent Dainippon Sumitomo Pharma.

Cynapsus is developing and preparing to commercialize a fast-acting sublingual thin film for debilitating OFF episodes associated with Parkinson’s disease (PD). The company’’s drug candidate includes APL-130277, an easy-to-administer, sublingual thin film formulation of apomorphine that has completed a Phase II clinical trial for the treatment of OFF episodes for advanced PD patients. It has collaboration with The Michael J. Fox Foundation for Parkinson’s research. The company was formerly known as Cannasat Therapeutics and changed its name to Cynapsus Therapeutics in 2010.

Through this transaction, Sunovion is acquiring Cynapsus’ product candidate, APL-130277. The acquisition price represents a premium of 123 percent based on the volume weighted average closing price of Cynapsus’ common shares for the last twenty trading days.

“Parkinson’s disease is a chronic, progressive neurodegenerative disease that affects more than four million people around the world, and there is a significant need for new options to treat the OFF episodes associated with it,” said Nobuhiko Tamura, chairman and chief executive of Sunovion. “We believe that APL-130277 is a novel late-stage candidate with the potential to make a real difference for patients and their families.”

“With its leadership in therapies for central nervous system disorders and commercial experience specific to neurology, we believe Sunovion is best suited to advance APL-130277 in the United States and other key markets,” said Anthony J. Giovinazzo, president and chief executive of Cynapsus.

The deal has been unanimously approved by the board of directors of both companies. The acquisition will be funded with cash on hand, The deal is expected to close in the fourth quarter of 2016, subject to securityholder, court and regulatory approvals and satisfaction of customary closing conditions.

The board of directors of Cynapsus recommended that its securityholders vote in favor of the transaction. All directors and officers of Cynapsus and the company’s largest shareholder representing in the aggregate over 18 percent of the company’s securities, voted in support of the deal.

BofA Merrill Lynch serves as financial advisor, and Borden Ladner Gervais LLP and Troutman Sanders LLP serve as legal advisors to Cynapsus. Stifel, Nicolaus & Company, Incorporated serves as financial advisor and Fasken Martineau DuMoulin LLP serves as a legal advisor to the Special Committee of Cynapsus. Nomura Securities International, Inc. serves as exclusive financial advisor, and Goodmans LLP, Reed Smith LLP, and Gibbons PC serve as legal advisors to Sunovion.



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