Hyperion Therapeutics to broaden orphan disease pipeline with buy of Israeli firm

24 April 2014

US biotech firm Hyperion Therapeutics (Nasdaq: HPTX) has entered into a definitive agreement to acquire Andromeda Biotech, an Israel-based subsidiary of Clal Biotechnology Industries (CBI: TA), in a deal that could be worth nearly $600 million.

At the closing of the transaction, Hyperion will pay $12.5 million in cash, less adjustments for expenses, and 312,869 shares of Hyperion common stock (valued at about $7.85 million based on the average closing price of $25.09 per share for the 15 consecutive trading days ending April 17, 2014). Hyperion will potentially make contingent payments to Andromeda security holders, as follows:

potential global regulatory and approval milestones payments that total $120 million, the first of which would not be made until acceptance of the first marketing application filing for review in either the USA or Europe, whichever occurs first;
up to $430 million in commercial milestones, the first of which would be due upon achievement of annual worldwide net sales of $450 million; and
tiered contingent sales payments ranging from 10% on annual worldwide net sales up to $300 million to 17% sales that exceed $1.2 billion, with the exception of sales by distributors in certain territories, for which the rate is 25%.

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