- Builds on Alcon’s existing commercial expertise in the
estimated $20 billion global ophthalmic pharmaceutical
segment1
- Adds Rocklatan® and Rhopressa®, and a pipeline
of several clinical and preclinical ophthalmic pharmaceutical
product candidates
- Transaction values Aerie at approximately $770 million in
equity value and is expected to be accretive to Alcon’s core
diluted EPS in 2024
Ad hoc announcement pursuant to Art. 53 LR
Alcon (SIX/NYSE: ALC), the global leader in eye care dedicated
to helping people see brilliantly, and Aerie Pharmaceuticals, Inc.
(NASDAQ: AERI, “Aerie”), a pharmaceutical company focused on the
discovery, development, manufacturing and commercialization of
first-in-class ophthalmic therapies, today announced the companies
have entered into a definitive merger agreement through which Alcon
will acquire Aerie. This transaction affirms Alcon’s commitment to
the ophthalmic pharmaceutical space and is expected to add broader
pharmaceutical R&D capabilities to Alcon’s existing commercial
expertise, maximizing the value of its diversified portfolio.
Through the transaction, Alcon will add the commercial products
Rocklatan® (netarsudil and latanoprost ophthalmic solution)
0.02%/0.005% and Rhopressa® (netarsudil ophthalmic solution) 0.02%,
as well as AR-15512, a Phase 3 product candidate for dry eye
disease, and a pipeline of several clinical and preclinical
ophthalmic pharmaceutical product candidates. The transaction
complements Alcon’s recent expansion into the ophthalmic
pharmaceutical eye drop space, including acquisitions of the
exclusive U.S. commercialization rights to Simbrinza® from Novartis
in April 2021 and of Eysuvis® and Inveltys® from Kala
Pharmaceuticals, Inc. in May 2022.
“Alcon is passionate about innovative treatments in eye care,
especially in core disorders such as glaucoma and dry eye, which
have significant patient impact,” said David Endicott, CEO of
Alcon. “We have a 75-year history focused specifically on the eye
and bring established expertise in development and commercial
execution. Aerie is a natural fit with on-market and pipeline
products, and R&D capabilities that offer the infrastructure
needed to expand our ophthalmic pharmaceutical presence. As we
continue to broaden our portfolio across glaucoma, retina and
ocular surface disease, we are excited to help even more patients
see brilliantly.”
“We are excited to be joining Alcon, a recognized leader in eye
care. I am so proud of the Aerie team and the innovation we’ve
pioneered,” said Raj Kannan, Chief Executive Officer of Aerie
Pharmaceuticals, Inc. “Alcon is the right strategic and financial
partner to maximize the potential of Aerie’s commercial franchise
and our growing portfolio of pipeline assets. Alcon’s global
infrastructure, financial resources, and commercial capabilities
will accelerate the standard of care by helping more patients have
access to Aerie’s innovative products. I am confident that this
combination with Alcon is in the best interest of patients and our
shareholders.”
Rocklatan® is a fixed dose combination of the Rho kinase
inhibitor, netarsudil, and a prostaglandin F2α analogue,
latanoprost, indicated for the reduction of elevated intraocular
pressure (IOP) in patients with open-angle glaucoma or ocular
hypertension. Rhopressa® is a Rho kinase inhibitor indicated for
the reduction of elevated IOP in patients with open-angle glaucoma
or ocular hypertension. In most markets outside the U.S.,
commercialization rights for both products have been licensed to
Santen SA and its affiliates.
The purchase price of $15.25 per share represents a premium of
37% to Aerie’s last closing price and represents an equity value of
approximately $770 million. The transaction was approved by the
board of directors of each company.
Aerie’s most recent financial guidance for total glaucoma
franchise net product revenue is $130-140 million for full year
2022. The transaction is expected to be accretive to Alcon’s core
diluted Earnings Per Share (EPS) in 2024. The transaction is
anticipated to close in the fourth quarter of 2022, subject to the
approval of Aerie’s stockholders and the satisfaction of customary
closing conditions, including clearance under the Hart-Scott Rodino
Antitrust Improvements Act. Alcon intends to fund the acquisition
through short-term and long-term debt.
J.P. Morgan acted as Alcon’s financial advisor for the
transaction, and Alcon’s legal advisor was Skadden, Arps, Slate,
Meagher & Flom LLP. Goldman Sachs & Co. LLC acted as
Aerie’s financial advisor for the transaction, and Aerie’s legal
advisor was Fried, Frank, Harris, Shriver & Jacobson LLP.
References
1. Ophthalmology Drugs Global Market Report 2021: COVID-19
Impact and Recovery to 2030.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the US Private
Securities Litigation Reform Act of 1995 related to the proposed
acquisition of Aerie by Alcon. Forward-looking statements can be
identified by words such as: “anticipate,” “intend,” “commitment,”
“look forward,” “maintain,” “plan,” “goal,” “seek,” “target,”
“assume,” “believe,” “project,” “estimate,” “expect,” “strategy,”
“future,” “likely,” “may,” “should,” “will” and similar references
to future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
Alcon’s current beliefs, expectations and assumptions regarding the
future of Alcon’s business, future plans and strategies, and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties and risks that
are difficult to predict such as: cybersecurity breaches or other
disruptions of Alcon’s information technology systems; compliance
with data privacy, identity protection and information security
laws; Alcon’s ability to comply with the US Foreign Corrupt
Practices Act of 1977 and other applicable anti-corruption laws,
particularly given that Alcon has entered into a three-year
Deferred Prosecution Agreement with the U.S. Department of Justice;
Alcon’s success in completing and integrating strategic
acquisitions; the completion of the proposed transaction on
anticipated terms and timing, including obtaining stockholder and
regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management and other conditions to the
completion of the transaction; the possibility that various closing
conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transaction;
transaction costs; the impact of a disruption in Alcon’s global
supply chain or important facilities; the effect of the COVID-19
pandemic as well as other viral or disease outbreaks; global and
regional economic, financial, legal, tax, political and social
change; Russia’s war on Ukraine and the resulting global response;
the commercial success of Alcon’s products and Alcon’s ability to
maintain and strengthen Alcon’s position in Alcon’s markets; the
success of Alcon’s research and development efforts, including
Alcon’s ability to innovate to compete effectively; pricing
pressure from changes in third party payor coverage and
reimbursement methodologies; ongoing industry consolidation;
Alcon’s ability to properly educate and train healthcare providers
on Alcon’s products; the impact of unauthorized importation of
Alcon’s products from countries with lower prices to countries with
higher prices; Alcon’s reliance on outsourcing key business
functions; changes in inventory levels or buying patterns of
Alcon’s customers; Alcon’s ability to attract and retain qualified
personnel; Alcon’s ability to service Alcon’s debt obligations; the
need for additional financing through the issuance of debt or
equity; Alcon’s ability to protect Alcon’s intellectual property;
the effects of litigation, including product liability lawsuits and
governmental investigations; Alcon’s ability to comply with all
laws to which Alcon may be subject; effect of product recalls or
voluntary market withdrawals; the implementation of Alcon’s
enterprise resource planning system; the accuracy of Alcon’s
accounting estimates and assumptions, including pension and other
post-employment benefit plan obligations and the carrying value of
intangible assets; the ability to obtain regulatory clearance and
approval of Alcon’s products as well as compliance with any
post-approval obligations, including quality control of Alcon’s
manufacturing; legislative, tax and regulatory reform; the ability
of Alcon Pharmaceuticals Ltd. to comply with its investment tax
incentive agreement with the Swiss State Secretariat for Economic
Affairs in Switzerland and the Canton of Fribourg, Switzerland;
Alcon’s ability to manage environmental, social and governance
matters to the satisfaction of Alcon’s many stakeholders, some of
which may have competing interests; the impact of being listed on
two stock exchanges; the ability to declare and pay dividends; the
different rights afforded to Alcon’s shareholders as a Swiss
corporation compared to a U.S. corporation; and the effect of
maintaining or losing Alcon’s foreign private issuer status under
U.S. securities laws.
This press release also contains forward-looking statements
related to Aerie, including statements regarding Aerie’s financial
guidance for full year 2022 and Aerie's commercial franchise,
pipeline, preclinical studies and clinical trials. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events, competitive dynamics, industry change, and
other factors beyond Aerie's control and depend on regulatory
approvals and macroeconomic and other environmental circumstances
that may or may not occur in the future or may occur on longer or
shorter timelines than anticipated. Aerie discusses many of these
risks in greater detail under the heading “Risk Factors” in the
quarterly and annual reports that Aerie files with the SEC.
Additional factors are discussed in Alcon’s filings with the
United States Securities and Exchange Commission, including Alcon’s
Form 20-F. Should one or more of these uncertainties or risks
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated.
Therefore, you should not rely on any of these forward-looking
statements. Forward-looking statements in this press release speak
only as of the date of its filing, and Alcon and Aerie assume no
obligation to update forward-looking statements as a result of new
information, future events or otherwise.
Important Information and Where to Find
It
In connection with the proposed transaction between Alcon and
Aerie, Aerie will file with the Securities and Exchange Commission
(“SEC”) a proxy statement (the “Proxy Statement”), the definitive
version of which will be sent or provided to Aerie stockholders.
Aerie may also file other documents with the SEC regarding the
proposed transaction. This document is not a substitute for the
Proxy Statement or any other document which Aerie may file with the
SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders may
obtain free copies of the Proxy Statement (when it is available)
and other documents that are filed or will be filed with the SEC by
Aerie through the website maintained by the SEC at www.sec.gov or
Aerie’s investor relations website at
https://investors.aeriepharma.com.
Participants in the
Solicitation
Alcon, Aerie and certain of their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding Aerie’s directors and executive officers,
including a description of their direct interests, by security
holdings or otherwise, is contained in Aerie’s proxy statement for
its 2022 annual meeting of stockholders, which was filed with the
SEC on April 26, 2022. Information regarding Alcon’s directors and
executive officers is contained in Alcon’s annual report on Form
20-F for its fiscal year ended December 31, 2021, which was filed
with the SEC on February 15, 2022. Aerie stockholders may obtain
additional information regarding the direct and indirect interests
of the participants in the solicitation of proxies in connection
with the proposed transaction, including the interests of Alcon or
Aerie directors and executive officers in the transaction, which
may be different than those of Aerie stockholders generally, by
reading the Proxy Statement and any other relevant documents that
are filed or will be filed with the SEC relating to the
transaction. You may obtain free copies of these documents using
the sources indicated above.
About Alcon
Alcon helps people see brilliantly. As the global leader in eye
care with a heritage spanning more than 75 years, we offer the
broadest portfolio of products to enhance sight and improve
people’s lives. Our Surgical and Vision Care products touch the
lives of more than 260 million people in over 140 countries each
year living with conditions like cataracts, glaucoma, retinal
diseases and refractive errors. Our more than 24,000 associates are
enhancing the quality of life through innovative products,
partnerships with Eye Care Professionals and programs that advance
access to quality eye care. Learn more at www.alcon.com.
About Aerie Pharmaceuticals,
Inc.
Aerie is a pharmaceutical company focused on the discovery,
development and commercialization of first-in-class ophthalmic
therapies for the treatment of patients with eye diseases and
conditions including open-angle glaucoma, dry eye, diabetic macular
edema (DME) and wet age-related macular degeneration (wet AMD).
More information on Aerie Pharmaceuticals is available at
www.aeriepharma.com. Aerie, Rocklatan® and Rhopressa® are
registered trademarks of Aerie Pharmaceuticals, Inc.
About Rocklatan®
Rocklatan® (netarsudil and latanoprost ophthalmic solution)
0.02%/0.005% is a once-daily eye drop approved by the U.S. Food and
Drug Administration (FDA) for the reduction of elevated IOP in
patients with open-angle glaucoma or ocular hypertension. Launched
in the United States in May 2019, it is a fixed-dose combination of
Rhopressa® and latanoprost ophthalmic solution (0.005%), a commonly
prescribed drug for the treatment of patients with open-angle
glaucoma or ocular hypertension. In clinical trials of Rocklatan®,
the most common adverse reactions were conjunctival hyperemia,
corneal verticillata, instillation site pain and conjunctival
hemorrhage. More information about Rocklatan®, including the
product label, is available at www.rocklatan.com.
About Rhopressa®
Rhopressa® (netarsudil ophthalmic solution) 0.02%, a once-daily
eye drop approved by the U.S. Food and Drug Administration (FDA)
for the reduction of elevated intraocular pressure (IOP) in
patients with open-angle glaucoma or ocular hypertension, was
launched in the United States in April 2018. In clinical trials of
Rhopressa®, the most common adverse reactions were conjunctival
hyperemia, corneal verticillata, instillation site pain and
conjunctival hemorrhage. More information about Rhopressa®,
including the product label, is available at www.rhopressa.com.
Connect with us on
Facebook LinkedIn
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220822005713/en/
Investor Relations Daniel
Cravens Allen Trang + 41 589 112 110 (Geneva) + 1 817 615 2789
(Fort Worth) investor.relations@alcon.com
Media Relations Steven Smith
+ 41 589 112 111 (Geneva) + 1 682 551 8057 (Fort Worth)
globalmedia.relations@alcon.com
Alcon (NYSE:ALC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Alcon (NYSE:ALC)
Historical Stock Chart
From Apr 2023 to Apr 2024