BioXell agrees to Cosmo's acquisition offer
This article was originally published in Scrip
Cosmo Pharmaceuticals has offered to acquire fellow Italian firm BioXell for CHF41.3 million (€27.4 million) in a move supported by BioXell.
Cosmo's offer – a combination of cash, shares and options – equates to CHF7.68 per BioXell share, a premium of 17% over BioXell's closing price over the last 60 days.
BioXell's shareholders will be offered CHF15.1 million in cash, around 1.13 million new Cosmo shares, and 1.13 million put options.
Including the full-time value of the put option, the offer has a value of CHF7.68 per BioXell share, consisting of CHF2.81 in cash, CHF3.64 in Cosmo shares and CHF1.23 in put option value.
The cash component of the offer may be increased if at closing, expected by the end of March next year, BioXell has entered any agreements for the sale of technology assets for cash.
BioXell has been evaluating its strategic options since its lead compound, elocalcitol, failed a Phase IIb study earlier this year, resulting in staff cuts and the departure of the founding CEO, Dr Francesco Sinigaglia (scripnews.com, April 29th, 2009).
"We have concluded that the best available option for shareholders is for BioXell to be acquired by Cosmo according to the proposed terms. The proposed offer returns to shareholders a significant portion of BioXell's cash, while also giving them an opportunity to participate in the development of a profitable specialty pharmaceutical company at full down-side protection," commented Professor Thomas Szucs, chairman of BioXell's board.
BioXell was founded in 2002 as a spin-out from Roche, and listed on the Swiss Exchange in 2006. It was evaluating elocalcitol, a vitamin D3 analogue, in overactive bladder, benign prostatic hyperplasia and male infertility. It also had BXL746, another vitamin D3 analogue, in early clinical development for the prevention of post-surgical adhesions.
Cosmo is a specialty pharmaceutical company focused on gastrointestinal diseases.
Its CEO, Mauro Ajani, said: "Whilst we have a comfortable cash position and are profitable, the additional cash [from acquiring BioXell] will enable us to accelerate a number of our clinical programmes and put us in a stronger position to negotiate favourable terms for our unpartnered pipeline products."