Transaction Expected to be Immediately
Accretive to Revenue and Non-GAAP Earnings in 2022 with
Multiple Drivers to Accelerate Financial Growth Through 2027 and
Beyond
Augments Drug Delivery Business with
Best-in-Class Auto Injector Platform with Broad Licensing
Potential
Diversifies Revenue Mix with Addition of
Growing Testosterone Replacement Therapy Product Revenues to Anchor
Commercial Opportunity with Key Targeted Audiences
Creates a Leading Drug Delivery Business with
Broadly Licensable Opportunities across ENHANZE and Antares Auto
Injector Platforms
Halozyme to Host Conference Call and Webcast
Today at 8:00 a.m. ET/5:00 a.m. PT
SAN
DIEGO and EWING,
N.J., April 13, 2022 /PRNewswire/
-- Halozyme Therapeutics, Inc. (NASDAQ: HALO) ("Halozyme") and
Antares Pharma, Inc. (NASDAQ: ATRS) ("Antares") today announced
that the companies have entered into a definitive agreement
pursuant to which Halozyme will acquire Antares for $5.60 per share in cash. The transaction, which
values Antares at approximately $960
million, was unanimously approved by both the Halozyme and
Antares Boards of Directors.
The transaction is expected to be immediately accretive to
Halozyme's 2022 revenue and non-GAAP earnings and to accelerate
top- and bottom-line growth through 2027, with multiple growth
drivers beyond 2027. The combination of Halozyme and Antares will
create a leading drug delivery and specialty product company. The
Antares business consists of a best-in-class, differentiated,
royalty revenue generating auto injector platform business that
offers broad licensing opportunity, and a commercial business, with
three proprietary commercial products.
"The addition of Antares, particularly with its best-in-class
auto injector platform and specialty commercial business, augments
Halozyme's strategy, further strengthens our position as a leading
drug delivery company and extends our strategy to include specialty
products," said Dr. Helen Torley,
president and chief executive officer of Halozyme. "The acquisition
of Antares fits well with our previously discussed strategic
priorities and provides substantial financial growth potential and
disruptive solutions to significantly improve patient experiences
and outcomes for emerging and established therapies. Halozyme is
well-positioned to leverage Antares' value proposition, driven by a
strong balance sheet, established industry relationships and
business development experience. We look forward to welcoming
Antares' talented team as we embark on our next chapter of
accelerating financial growth, maximizing patient benefit, and
enhancing value."
Robert F. Apple, president and
chief executive officer of Antares, commented, "We are pleased to
have reached this agreement with Halozyme, as this transaction
showcases the value of Antares' highly complementary business,
provides our shareholders with attractive and certain value, and
brings together industry-leading expertise and drug delivery
platforms to accelerate growth and create new opportunities. As we
remain committed to continuing to serve our partners, I would like
to thank our employees for their hard work and dedication to this
mission. We look forward to working with the Halozyme team to
complete the transaction and deliver best-in-class therapies and
drug delivery solutions."
Compelling Financial and Strategic Benefits
- Immediate Revenue and Non-GAAP Earnings Accretion and
Long-Term Financial Upside: The transaction is expected to be
immediately accretive to Halozyme's 2022 revenue and non-GAAP
earnings, supported by Antares' proprietary product revenues,
royalty revenues and profitability. The addition of Antares is also
expected to accelerate top- and bottom-line growth and enhance cash
flow generation through 2027, increasing Halozyme's flexibility to
pursue further growth drivers in the forms of new product and
therapy launches, and partnerships.
- Business Development to Augment Long-Term Growth, Consistent
with Strategic Priorities: The addition of Antares' commercial
products and existing auto injector capabilities accelerate
Halozyme's strategy to drive long-term, durable revenue growth and
value creation through focused external growth. Halozyme expects to
build on Antares' core platform technology and capabilities to
drive incremental, durable revenue opportunities with additional
intellectual property protections for Antares technology in place
beyond 2030.
- Substantial Market Expansion Opportunity in High Revenue
Segments: Antares' successful development and partnership of
its technology platforms offers a widely licensable product suite
that can be broadly applied across a spectrum of market segments
representing multiple tens of billions of dollars1 in
estimated peak sales. This includes the potential for conversion to
both high-viscosity and high-volume auto injector devices,
supported by Halozyme's extensive infrastructure and commercially
validated ENHANZE platform technology.
- High Growth, Durable Commercial Franchise with Proven Track
Record: Antares' suite of FDA-approved, high quality commercial
products and partner products utilizing the Antares auto injector
technology have already demonstrated commercial success and are
positioned for long-term growth. Launch of Tlando™ will leverage
existing testosterone commercial infrastructure and capabilities in
a growing therapeutic category, building on momentum created by
Xyosted®'s success.
- Two Highly Complementary Platforms, Each with Meaningful
Pipelines: Antares' broadly applicable, differentiated auto
injector platform is suitable for use with a broad range of
medications. The versatility of this platform enables a highly
licensable business with significant revenue upside. The combined
entity will be able to leverage its deep industry expertise and
existing commercial infrastructure in the U.S. to expand delivery
capabilities and pursue growth opportunities within multiple small-
and large-molecule products.
Transaction Terms, Financing and Time to Closing
Under the terms of the merger agreement, Halozyme will commence
a cash tender offer to acquire all of the outstanding shares of
Antares for $5.60 per share in cash.
The transaction is not subject to a financing condition. Halozyme
intends to finance the transaction using existing cash on hand and
new sources of debt. Following completion of the transaction,
Halozyme expects to maintain a strong balance sheet with less than
3.5x net debt-to-EBITDA ratio at the time of transaction close. Net
debt-to-EBITDA ratio is expected to decline significantly in the
quarters post transaction close. The closing of the tender offer
will be subject to certain conditions, including the tender of
shares representing at least a majority of the total number of
Antares' outstanding shares of common stock, the expiration or
termination of the HSR waiting period, and other customary
conditions. Following the successful completion of the tender
offer, Halozyme will acquire all remaining shares not tendered in
the tender offer through a second-step merger at the same price.
This transaction is expected to close in the first half of
2022.
BofA Securities and Wells Fargo Securities LLC are acting as
financial advisors to Halozyme and Weil, Gotshal & Manges LLP
is acting as legal advisor. Jefferies LLC is acting as financial
advisor to Antares and Skadden, Arps, Slate, Meagher & Flom LLP
is acting as legal advisor.
Business Update
Halozyme reaffirms its 2022 guidance and its commitment to the
three year $750 million share
repurchase program.
Conference Call
Halozyme will host a conference call and a simultaneous webcast
to discuss the transaction today, Wednesday,
April 13, 2022 at 8:00 a.m.
ET/5:00 a.m. PT. Dr. Torley
will lead the call, which will be webcast live through the
"Investors" section of Halozyme's corporate website and a webcast
replay will be available following the close of the call. To
register for this conference call, please use this link:
https://conferencingportals.com/event/QfiVLXsr. After registering,
you will receive an email confirmation that includes dial in
details and unique conference call codes for entry. Registration is
open through the live call.
About Halozyme
Halozyme is a biopharmaceutical company bringing disruptive
solutions to significantly improve patient experiences and outcomes
for emerging and established therapies. Halozyme advises and
supports its biopharmaceutical partners in key aspects of new drug
development with the goal of improving patients' lives while
helping its partners achieve global commercial success. As the
innovators of the ENHANZE® technology, which can reduce hours-long
treatments to a matter of minutes, Halozyme's
commercially-validated solution has touched more than 600,000
patient lives in post-marketing use via five commercialized
products across more than 100 global markets. Halozyme and its
world-class partners are currently advancing multiple therapeutic
programs intended to deliver innovative therapies, with the
potential to improve the lives of patients around the globe.
Halozyme's proprietary enzyme rHuPH20 forms the basis of the
ENHANZE® technology and is used to facilitate the delivery of
injected drugs and fluids, potentially reducing the treatment
burden of other drugs to patients. Halozyme has licensed its
ENHANZE® technology to leading pharmaceutical and biotechnology
companies including Roche, Baxalta, Pfizer, AbbVie, Eli Lilly,
Bristol-Myers Squibb, Alexion, argenx, Horizon Therapeutics, ViiV
Healthcare and Chugai Pharmaceutical. Halozyme derives revenues
from these collaborations in the form of milestones and royalties
as the Company's partners make progress developing and
commercializing their products being developed using ENHANZE®.
Halozyme is headquartered in San
Diego. For more information visit www.halozyme.com and
connect with us on LinkedIn and Twitter.
About Antares Pharma
Antares Pharma, Inc. is a specialty pharmaceutical company
focused primarily on the development and commercialization of
pharmaceutical products and technologies that address patient needs
in targeted therapeutic areas. The Company develops, manufactures
and commercializes, for itself or with partners, novel therapeutic
products using its advanced drug delivery systems that are designed
to provide commercial or functional advantages such as improved
safety and efficacy, convenience, improved tolerability, and
enhanced patient comfort and adherence. The Company has a portfolio
of proprietary and partnered commercial products and ongoing
product development programs in various stages of development. The
Company has formed partnership arrangements with several different
industry leading pharmaceutical companies.
Forward-Looking Statements
This press release contains "forward-looking statements". All
statements, other than statements of historical fact, included
herein, including without limitation those regarding our future
product development and regulatory events and goals, product
collaborations, our business intentions and financial estimates and
anticipated results, are, or may be deemed to be, forward-looking
statements. Words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate," "think," "may," "could," "will,"
"would," "should," "continue," "potential," "likely,"
"opportunity," "project" and similar expressions or variations of
such words are intended to identify forward-looking statements, but
are not the exclusive means of identifying forward-looking
statements in this press release. Although Halozyme's and Antares'
management each believes that the expectations reflected in such
forward-looking statements are reasonable, investors are cautioned
that forward-looking information and statements are subject to
various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Halozyme and Antares,
that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties include among other things, risks related to
Halozyme's and Antares' ability to complete the proposed
acquisition on the proposed terms or on the proposed timeline,
including the receipt of required regulatory approvals, the
possibility that competing offers will be made, other risks
associated with executing proposed acquisition, such as the risk
that the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the proposed acquisition
will not be realized, risks related to future opportunities and
plans for the combined company, including uncertainty of the
expected financial performance and results of the combined company
following completion of the proposed acquisition, disruption from
the proposed acquisition making it more difficult to conduct
business as usual or to maintain relationships with customers,
employees, manufacturers or suppliers, and the possibility that, if
the combined company does not achieve the perceived benefits of the
proposed acquisition as rapidly or to the extent anticipated by
financial analysts or investors, the market price of Halozyme's
shares could decline, as well as other risks related Halozyme's and
Antares' respective businesses, including the ability to grow sales
and revenues from existing products and to develop, commercialize
or market new products, competition, including potential generic
competition, the uncertainties inherent in research and
development, including future clinical data and analysis,
regulatory obligations and oversight by regulatory authorities,
such as the U.S. Food and Drug Administration, including decisions
of such authorities regarding whether and when to approve any drug,
device or biological application that may be filed for any product
candidates as well as decisions regarding labelling and other
matters that could affect the availability or commercial potential
of any product candidates, the absence of a guarantee that any
product candidates, if approved, will be commercially successful,
Halozyme's ability to execute its share repurchase program
according to plan, Halozyme's ability to benefit from external
growth opportunities, to complete related transactions and/or
obtain regulatory clearances, risks associated with Halozyme's and
Antares' intellectual property and any related pending or future
litigation and the ultimate outcome of such litigation, trends in
exchange rates and prevailing interest rates, volatile economic and
market conditions, cost containment initiatives and subsequent
changes thereto, and the impact that COVID-19 will have on Halozyme
and on Antares and their respective customers, suppliers, vendors,
and other business partners, and the financial condition of any one
of them, as well as on Halozyme's and Antares' employees and on the
global economy as a whole. Any material effect of COVID-19 on any
of the foregoing could also adversely impact Halozyme and Antares.
This situation is changing rapidly and additional impacts may arise
of which Halozyme and Antares are not currently aware and may
exacerbate other previously identified risks. While the list of
factors presented here is representative, no list should be
considered a statement of all potential risks, uncertainties or
assumptions that could have a material adverse effect on Halozyme's
consolidated financial condition or results of operations. The
foregoing factors should be read in conjunction with the risks and
cautionary statements discussed or identified in the public filings
with the U.S. Securities and Exchange Commission (the "SEC") made
by Halozyme, including those listed under "Risk Factors" and
"Cautionary Statement Regarding Forward-Looking Statements" in
Halozyme's annual report on Form 10-K for the year ended
December 31, 2021 and Antares' annual
report on Form 10-K for the year ended December 31, 2021. The forward-looking statements
speak only as of the date hereof and, other than as required by
applicable law, Halozyme and Antares do not undertake any
obligation to update or revise any forward-looking information or
statements. Investors are urged not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this press release.
About the Offer
The tender offer for the outstanding shares of Antares common
stock referenced in this press release has not yet commenced. This
press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell
securities, nor is it a substitute for the tender offer materials
that Halozyme and its acquisition subsidiary will file with the
SEC, upon the commencement of the tender offer. At the time the
tender offer is commenced, Halozyme and its acquisition subsidiary
will file a tender offer statement on Schedule TO and thereafter
Antares will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANTARES'
STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME
TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF ANTARES' SHARES SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all holders of Antares' stock at no expense to them. The tender
offer materials and the Solicitation/Recommendation Statement will
be made available for free at the SEC's website at www.sec.gov.
Additional copies may be obtained for free by contacting Halozyme
or Antares. Copies of the documents filed with the SEC by Antares
will be available free of charge on Antares' internet website at
https://www.antarespharma.com/investors/sec-filings or by
contacting Antares' Investor Relations Department at
tbui@antarespharma.com. Copies of the documents filed with the SEC
by Halozyme will be available free of charge on Halozyme's internet
website at https://ir.halozyme.com or by contacting Halozyme's
Investor Relations Department at ir@halozyme.com.
Additional Information
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Halozyme files annual,
quarterly and special reports and other information with the SEC
and Antares files annual, quarterly and special reports and other
information with the SEC. You may read and copy any reports or
other information filed by Halozyme and Antares at the SEC public
reference room at 100 F. Street, N.E., Washington D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Halozyme's and Antares' filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.
Halozyme Contacts:
Investors:
Dawn Schottlandt / Claudia Styslinger
Argot Partners
212-600-1902
Halozyme@argotpartners.com
ir@halozyme.com
Media:
Eric Brielmann
/ Kelly Sullivan / Amy Feng / Caroline
Lipe
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
Antares Contacts:
Investors:
Tram Bui
Vice President, Corporate Communications and Investor Relations
609-359-3016
tbui@antarespharma.com
Media:
Andrew Cole /
Jared Levy / Hayley Cook
Sard Verbinnen & Co
212-687-8080
Antares-SVC@sardverb.com
1 Wall Street consensus
estimates.
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SOURCE Halozyme Therapeutics, Inc.