Noven Pharmaceuticals and Hisamitsu Pharmaceutical have jointly announced that they have entered into a definitive merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for total cash consideration of approximately $428 million. The offer price represents a 22% premium to the closing price of Noven’s common stock on July 13, 2009, and a 43% premium to Noven’s average closing price for the preceding 90 days. The tender offer, if successful, would be followed by the merger of a Hisamitsu subsidiary with and into Noven, with Noven surviving as a wholly-owned subsidiary of Hisamitsu. The companies expect that Noven will continue as a standalone business unit, operating at its current locations in Miami and New York with its existing work force.
Noven has a number of joint ventures and alliances including a stake in Novogyne Pharmaceuticals, a joint venture with Novartis. In August 2008, Noven entered into license and supply agreements with Procter & Gamble relating to the development and commercialization of a low-dose testosterone patch for the treatment of Hypoactive Sexual Desire Disorder and other indications.
In the back end of 2008 Noven and Shire plc terminated their agreements for the development of an amphetamine patch for ADHD, and the commercial rights to that product were returned to Noven. In August 2008 Noven received the third and final $25 million sales milestone due to be paid to Noven by Shire under the agreement.
Investigations on behalf of current investors of Noven over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced following the merger announcement. Noven reported sales of $108 million in 2008 with a net income of $33 million in 2008. Earnings from the Novogyne joint venture were $46 million. Net assets were $160 million at year end.
Hisamitsu Pharmaceutical has collaborations with Banyu Pharmaceutical, SIGMA-TAU and Kyowa Hakko Kogyo.