Questcor Pharmaceuticals to Acquire BioVectra Inc.
-- Transaction provides vertical integration, third party manufacturing
capabilities and further secures Acthar manufacturing trade secrets -- --
Acquisition expected to be accretive to future financial results --
ANAHEIM, Calif., Jan. 2, 2013 /PRNewswire via COMTEX/ -- Questcor
Pharmaceuticals, Inc. (QCOR) today announced that it has signed a definitive
agreement to acquire all issued and outstanding shares of BioVectra Inc., for an
upfront payment of C$50 million. BioVectra is a supplier of contract
manufacturing services to the global pharmaceutical and biotechnology industry
and manufactures active pharmaceutical ingredients (API's), chemical
intermediates, and bioprocessing reagents.
Located in Prince Edward Island, Canada, BioVectra is a trusted, long-time
partner to many of the industry's leading pharmaceutical companies. It has been
Questcor's manufacturing partner for the API in Questcor's H.P. Acthar Gel
(repository corticotropin injection) for nearly a decade. The acquisition will
enable Questcor to further secure the manufacturing process trade secrets
surrounding Acthar. BioVectra will continue to operate independently in Prince
Edward Island, under its existing management team and Questcor intends to support
the continued growth of BioVectra's business.
"We are excited to join efforts with BioVectra as we look to diversify our
revenue," said Don M. Bailey, President and CEO of Questcor. "This action puts us
in a better position to meet the continuing growth in demand for Acthar, brings
to our company a broader depth of technical and scientific expertise, and
provides us with a platform for potential international expansion."
"We pride ourselves on being a strategic partner, forging long-term relationships
with our clients and utilizing our proven technical skills to serve our clients'
business needs," said Ron Keefe, CEO of BioVectra. "Questcor has been an
important long term partner and we look forward to further building our
relationship."
BioVectra's capabilities include synthetic organic chemistry, natural extraction
of bioactive compounds from plant and animal-based biomass sources, PEGylation
and conjugation chemistry, and fermentation of a variety of molecule types.
BioVectra's facilities have been approved by United States and Canadian
regulatory authorities to produce and supply intermediates, API's and drug
substances.
BioVectra's facilities are staffed by approximately 180 employees including
chemists, engineers and technicians. BioVectra had sales of approximately $28
million in its last fiscal year ended August 31, 2012, a 15% increase over its
prior fiscal year.
Transaction Details
Questcor will purchase all issued and outstanding shares of BioVectra for an
upfront payment of C$50 million, utilizing cash on hand. BioVectra stakeholders
could also receive additional cash consideration, based on BioVectra's financial
results over the next three years. The contingent payments could result in the
payment of up to an additional C$50 million. The transaction is expected to be
immediately accretive to non-GAAP earnings. Subject to customary conditions,
Questcor anticipates closing the transaction in January 2013.
About BioVectra
BioVectra Inc. is a supplier to the global pharmaceutical industry, operating
from three, FDA inspected facilities in Prince Edward Island, Canada. The company
is proficient in synthetic organic chemistry, natural extraction of bioactive
compounds, PEGylation and conjugation chemistry, and fermentation of chemical and
biologic molecules. BioVectra has submitted 10 product filings, including ANDA,
DMF, VMF, and CMC section preparations for both the FDA and Health Canada. These
filings have been made for both synthetic and biologic molecules, and include a
human injectable API, as well as a final drug product.
About Questcor
Questcor Pharmaceuticals, Inc. is a biopharmaceutical company focused on the
treatment of patients with serious, difficult-to-treat autoimmune and
inflammatory disorders. Questcor's primary product is H.P. Acthar Gel (repository
corticotropin injection), an injectable drug that is approved by the FDA for the
treatment of 19 indications. Of these 19 indications, Questcor currently
generates substantially all of its net sales from three indications: the
treatment of proteinuria in idiopathic types of nephrotic syndrome, the treatment
of acute exacerbations of multiple sclerosis in adults, and the treatment of
infantile spasms in children under two years of age. With respect to nephrotic
syndrome, the FDA has approved Acthar to "induce a diuresis or a remission of
proteinuria in the nephrotic syndrome without uremia of the idiopathic type or
that due to lupus erythematosus." Questcor has also launched a pilot effort in
rheumatology, as Acthar is approved for several rheumatology-related conditions
including Dermatomyositis, Polymyositis, Lupus and Rheumatoid Arthritis. Questcor
is also exploring the possibility of developing markets for other on-label
indications and the possibility of pursuing FDA approval of additional
indications not currently on the Acthar label where there is high unmet medical
need. For more information about Questcor, please visit questcor.com.
Note: Except for the historical information contained herein, this press release
contains forward-looking statements that have been made pursuant to the Private
Securities Litigation Reform Act of 1995. These statements relate to future
events or our future financial performance or the future financial performance of
BioVectra after our acquisition. In some cases, you can identify forward-looking
statements by terminology such as "believes," "continue," "could," "estimates,"
"expects," "growth," "may," "plans," "potential," "should," "substantial" or
"will" or the negative of such terms and other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.
Factors that could cause or contribute to such differences include, but are not
limited to, the following:
-- Successful close of the BioVectra acquisition and subsequent integration of
the BioVectra business with our business;
-- Our ability to manage, and grow, a contract manufacturing business, of which
we have no previous experience operating as part of our business;
-- Our reliance on Acthar for a substantial amount of our net sales and profits;
-- Research and development risks and our reliance on third-parties to conduct
research and development and the ability of research and development to generate
successful results;
-- Our ability to comply with foreign regulations related to the operation of
BioVectra's business, of which we have no prior experience;
-- Our ability to comply with federal and state regulations, including
regulations relating to pharmaceutical sales and marketing practices;
-- The results of any pending or future litigation, investigations or claims,
including with respect to the investigation by the United States Attorney's
Office for the Eastern District of Pennsylvania regarding the Company's
promotional practices;
-- Regulatory changes or other policy actions by governmental authorities and
other third parties in connection with U.S. health care reform or efforts to
reduce federal and state government deficits;
-- Other risks discussed in Questcor's annual report on Form 10-K for the year
ended December 31, 2011 as filed with the Securities and Exchange Commission, or
SEC, on February 22, 2012, and other documents filed with the SEC. The risk
factors and other information contained in these documents should be considered
in evaluating Questcor's prospects and future financial performance.
Questcor undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements, which may be made to reflect events or
circumstances after the date of this release.
For more information, please visit questcor.com or
acthar.com. |
