Innoviva Completes Acquisition of La Jolla Pharmaceutical
August 22 2022 - 8:55AM
Business Wire
Innoviva, Inc. (Nasdaq: INVA) (“Innoviva”), a diversified
holding company with a portfolio of royalties and a growing
portfolio of innovative healthcare assets, today announced that its
tender offer to purchase any and all issued and outstanding shares
of common stock of La Jolla Pharmaceutical Company (Nasdaq: LJPC)
(“La Jolla”) at a price of $6.23 per share (the “Offer Price”), net
to the seller in cash, without interest and less required
withholding taxes, expired one minute after 11:59 p.m. New York
City time on Friday, August 19, 2022. Today, following the
consummation of the tender offer, Innoviva successfully completed
its acquisition of La Jolla, which is dedicated to the
commercialization of innovative therapies that improve outcomes in
patients suffering from life-threatening diseases.
La Jolla brings to Innoviva an established product portfolio,
including GIAPREZA® (angiotensin II), approved to increase blood
pressure in adults with septic or other distributive shock and
XERAVA® (eravacycline) for the treatment of complicated
intra-abdominal infections (cIAIs).
“The acquisition of La Jolla strengthens our footprint in the
hospital and infectious disease spaces by adding a robust portfolio
of marketed products and an excellent team,” said Pavel Raifeld,
Chief Executive Officer of Innoviva. “It is also highly
complementary to Entasis, providing an established platform to
bring SUL-DUR, a differentiated anti-infective, to patients if
approved. We look forward to working together as a stronger,
combined company serving the needs of patients, physicians, and
hospitals."
Additional Transaction Details The depositary for the
tender offer has advised that, as of the expiration of the tender
offer, a total of 21,703,224 shares of La Jolla’s common stock were
validly tendered and not withdrawn in the tender offer. Such shares
of La Jolla’s common stock represent approximately 87.03% of the
shares, which satisfied the minimum condition for the tender offer.
All conditions of the offer were satisfied and Innoviva completed
its acquisition of all issued and outstanding equity securities of
La Jolla for the Offer Price. Additionally, as a consequence of the
merger, each share of La Jolla’s Series C-12 Convertible Preferred
Stock (other than those as to which holders properly exercise
dissenters’ rights and those owned at the commencement of the
tender offer by Innoviva or its affiliates) was automatically
converted into the right to receive an amount in cash equal to
1,724.04 times the Offer Price. As a result of the acquisition, La
Jolla became a wholly-owned subsidiary of Innoviva and the
company’s common stock will be delisted from the Nasdaq Global
Market.
For additional background on the acquisition, please read the
announcement press release here.
About Innoviva Innoviva is a diversified holding company
with a portfolio of royalties and other healthcare assets.
Innoviva’s royalty portfolio includes respiratory assets partnered
with Glaxo Group Limited (“GSK”), including RELVAR®/BREO® ELLIPTA®
(fluticasone furoate/ vilanterol, “FF/VI”), ANORO® ELLIPTA®
(umeclidinium bromide/ vilanterol, “UMEC/VI”) and, formerly,
TRELEGY® ELLIPTA® (the combination FF/UMEC/VI). Under the
Long-Acting Beta2 Agonist (“LABA”) Collaboration Agreement,
Innoviva is entitled to receive royalties from GSK on sales of
RELVAR®/BREO® ELLIPTA® and ANORO® ELLIPTA®.
ANORO®, RELVAR®, BREO®, TRELEGY® and ELLIPTA® are trademarks of
the GSK group of companies.
Forward Looking Statements This press release contains
certain “forward-looking” statements as that term is defined in the
Private Securities Litigation Reform Act of 1995 regarding, among
other things, statements relating to goals, plans, objectives, and
future events. Innoviva intends such forward-looking statements to
be covered by the safe harbor provisions for forward-looking
statements contained in Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act of 1995.
The words “anticipate”, “expect”, “goal”, “intend”, “objective”,
“opportunity”, “plan”, “potential”, “target” and similar
expressions are intended to identify such forward-looking
statements. Such forward-looking statements involve substantial
risks, uncertainties, and assumptions. These statements are based
on the current estimates and assumptions of the management of
Innoviva as of the date of this press release and are subject to
known and unknown risks, uncertainties, changes in circumstances,
assumptions and other factors that may cause the actual results of
Innoviva to be materially different from those reflected in the
forward-looking statements. Important factors that could cause
actual results to differ materially from those indicated by such
forward-looking statements include, among others, risks related to:
expected cost savings; lower than expected future royalty revenue
from respiratory products partnered with GSK; the commercialization
of RELVAR®/BREO® ELLIPTA®, ANORO® ELLIPTA® and, formerly, TRELEGY®
ELLIPTA® in the jurisdictions in which these products have been
approved; the strategies, plans and objectives of Innoviva
(including Innoviva’s growth strategy and corporate development
initiatives beyond the existing respiratory portfolio); the timing,
manner, and amount of potential capital returns to shareholders;
the status and timing of clinical studies, data analysis and
communication of results; the potential benefits and mechanisms of
action of product candidates; expectations for product candidates
through development and commercialization; the timing of regulatory
approval of product candidates; and projections of revenue,
expenses and other financial items; the impact of the novel
coronavirus (“COVID-19”). Other risks affecting Innoviva are
described under the headings “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” contained in Innoviva’s Annual Report on Form 10-K for
the year ended December 31, 2021 and Quarterly Reports on Form
10-Q, which are on file with the Securities and Exchange Commission
(“SEC”) and available on the SEC’s website at www.sec.gov. Past
performance is not necessarily indicative of future results. No
forward-looking statements can be guaranteed, and actual results
may differ materially from such statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. The information in this press release
is provided only as of the date hereof, and Innoviva assumes no
obligation to update its forward-looking statements on account of
new information, future events or otherwise, except as required by
law.
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Investors & Media: Argot Partners (212) 600-1902
innoviva@argotpartners.com
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