e425
Filed by
Antler Science Two Limited
pursuant to Rule 425 of the
Securities Act of 1933 and
deemed filed pursuant to
Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Alkermes, Inc.
Commission File No.: 001-14131
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Alkermes Contacts: |
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For Investors:
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Rebecca Peterson, (781) 609-6378 |
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For U.S. Media:
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Barbara Yates, (781) 609-6321 |
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For EU Media:
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Mike Sinclair +44 20 7318 2955 |
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Elan Contacts: |
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For Investors:
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Chris Burns, (800) 252-3526 |
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David Marshall, +353 1 709 4444 |
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For EU Media:
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Niamh Lyons, +353 1 663 3600 |
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For U.S. Media:
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(866) 964-8256 |
ALKERMES TO MERGE WITH ELAN DRUG TECHNOLOGIES
TO CREATE ALKERMES PLC
Creates a Leader in CNS Therapeutics with Growth Driven by Five Major
Commercial Products and Proprietary Product Pipeline
Transaction Immediately Accretive to Cash Earnings; Alkermes plc to be
Immediately Profitable on a Cash Basis with Growing Revenues in Excess of $450 Million
Annually
Transaction Valued at Approximately $960 Million, with Elan to Receive $500 Million Cash and
25% Equity Stake in Alkermes plc
WALTHAM, Mass. and DUBLIN, Ireland, May 9, 2011 Alkermes, Inc. (NASDAQ: ALKS) and Elan
Corporation, plc (NYSE: ELN) today announced the execution of a definitive agreement under which
Alkermes will merge with Elan Drug Technologies (EDT), the profitable, world-class drug formulation
and manufacturing business unit of Elan, in a cash and stock transaction currently valued at
approximately $960 million. Alkermes and EDT will be combined under a new holding company
incorporated in Ireland. This newly created company will be named Alkermes plc.
The transaction is expected to be immediately accretive to cash earnings and accelerates Alkermes
path to building a sustainably profitable biopharmaceutical company with expertise in developing
treatments for central nervous system (CNS) diseases and a broad, diversified
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portfolio of products
and pipeline based on proprietary science and technologies. Alkermes plc will have diverse revenue
streams from 25 commercialized products, with future near-term
growth expected to be driven by five major products: RISPERDAL® CONSTA®,
INVEGA® SUSTENNA®, AMPYRA®, VIVITROL® and
BYDUREON. The combined company is expected to have growing product, royalty and
manufacturing revenues in excess of $450 million annually and resources to prudently invest in an
innovative pipeline of proprietary drugs.
The merger will be financially transformative and create a profitable, global biopharmaceutical
company with a diversified CNS product portfolio and a strong foundation for growth, stated
Richard Pops, Chief Executive Officer of Alkermes. Both companies have a proven track record as
innovators. This merger will bring the scale and resources for strategic and balanced investment
across the whole product continuum, from R&D innovation to clinical development, to world-class
manufacturing and commercial expansion. Were looking forward to working with the EDT team to
accelerate growth and to create value for our shareholders and the patients we serve.
Kelly Martin, Chief Executive Officer of Elan plc commented that upon closing, this transaction
aggressively advances a number of long-standing strategic and financial objectives for Elan.
Namely, it enables us to reduce the debt on our balance sheet and further improve our capital
structure, increases operating leverage, allows for additional focus and continued disciplined
investment in a broad array of opportunities within the neurology space from a scientific, clinical
and product point of view and lastly, provides Elan shareholders with the opportunity to realize
further value over time from the equity position in Alkermes plc.
The combination of Alkermes and EDT is a strong strategic fit at the right time when both
businesses are strong and positioned for growth. With EDTs two recently approved drugs, INVEGA
SUSTENNA and AMPYRA, driving revenue growth, the EDT business is an ideal complement to Alkermes
portfolio of approved and development-stage drugs, stated Shane Cooke, Executive Vice President
and Head of EDT. This combination creates opportunities for our employees and provides a platform
for future growth.
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Strategic and Financial Benefits of the Transaction
Alkermes plc will have the following strengths:
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Immediate profitability on a cash earnings basis and diversified, growing revenues from
25 commercial products; |
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Robust revenue growth with expected Adjusted EBITDA1 margin expansion; |
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Five high-growth commercial products (RISPERDAL CONSTA, INVEGA SUSTENNA, AMPYRA,
VIVITROL and BYDUREON), all with long patent lives and significant growth potential in
large therapeutic areas. In particular, two of these products, RISPERDAL CONSTA and INVEGA
SUSTENNA, both commercialized by Johnson & Johnson, represent two very important
long-acting injectable atypical antipsychotic medications for schizophrenia and bipolar I
disorder; |
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A strong, CNS-focused pipeline of proprietary and partnered product candidates in
clinical development, including several late-stage proprietary product candidates; |
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Complementary new drug development capabilities that leverage proprietary science and
innovative medicinal chemistry capabilities. Proprietary technologies include EDTs
NanoCrystal® technology for poorly water soluble drug compounds; EDTs
proprietary technologies for oral controlled release drugs and Alkermes long-acting
injectable drug technologies; and |
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GMP manufacturing facilities in Wilmington, Ohio, Gainesville, Ga., and Athlone,
Ireland, with world-class capabilities for producing complex drug products. |
Transaction Terms
In connection with the transaction, which was approved by the boards of Elan and Alkermes, at
closing, Elan will receive $500 million in cash and 31.9 million ordinary shares of Alkermes plc
common stock. Alkermes and Elan will enter into a shareholder agreement that, among other things,
contains a lockup, standstill and voting agreement for Elans shares of Alkermes plc.
Existing shareholders of Alkermes, Inc. will receive one ordinary share of Alkermes plc in exchange
for each share of Alkermes, Inc. they own at the time of the merger. Alkermes plc shares will be
registered in the U.S. and are expected to trade on the NASDAQ exchange. The transaction is
expected to be taxable to existing Alkermes, Inc. shareholders. Alkermes has
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obtained a commitment
from Morgan Stanley & Co. and HSBC to provide up to $450 million of term loans to finance the
transaction.
Financial Guidance
On a trailing 12-month basis as of March 31, 2011, the combined company would have had pro forma
revenues of approximately $450 million and Adjusted EBITDA of approximately $80 million. On a pro
forma basis, revenues are expected to grow in fiscal year 2012 and reach double digit growth rates
in fiscal year 2013 and beyond. Pro forma Adjusted EBITDA margins for fiscal year 2012 are expected
to be in the 15-20% range, yielding pro forma Adjusted EBITDA of between $70 million and $90
million. Pro forma Adjusted EBITDA margins are expected to expand to 30-35% in fiscal year 2013 and
beyond. While synergies are not the main driver of the transaction, approximately $20 million of
annual synergies in U.S. operations have been identified and are expected to be fully realized by
fiscal year 2013. Alkermes plc will be headquartered in Dublin, Ireland, creating a financially and
legally efficient structure.
Leadership
Richard Pops, currently Chairman, President and Chief Executive Officer of Alkermes, will serve as
Alkermes plcs Chairman and Chief Executive Officer, and Shane Cooke, currently Executive Vice
President and Head of EDT, will join Alkermes plc as President. Alkermes plcs board will consist
of members of the current board of Alkermes, Inc. Elan has the right to appoint one independent
director to the board of Alkermes plc, contingent upon Elans maintenance of at least 10% ownership
in Alkermes plc.
Approvals
The transaction is subject to approval by Alkermes stockholders and the satisfaction of customary
closing conditions and regulatory approvals, including antitrust approvals in the U.S. The
transaction is expected to close during the third quarter of calendar 2011.
Advisors
Alkermes financial advisor is Morgan Stanley & Co. Incorporated, and its legal advisors are Cleary
Gottlieb Steen & Hamilton LLP (New York) and Arthur Cox (Dublin). Elans financial advisors for
this transaction are Citigroup and Ondra Partners, and its legal advisors are Cahill Gordon &
Reindel LLP (New York) and A&L Goodbody (Dublin).
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Conference Calls
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Alkermes will host a conference call at 8:30 a.m. ET (1:30 p.m. BST) on Monday, May 9,
2011, to discuss this transaction. The conference call may be accessed by dialing
1-888-424-8151 for U.S. callers and 1-847-585-4422 for international callers. The
conference call ID number is 6037988. In addition, a replay of the conference call will be
available from 11:00 a.m. ET (4:00 p.m. BST) on Monday, May 9, 2011, through 5:00 p.m. ET
(10:00 p.m. BST) on Monday, May 16, 2011, and may be accessed by visiting Alkermes website
or by dialing 1-888-843-7419 for U.S. callers and 1-630-652-3042 for international callers.
The replay access code is 6037988. |
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Elan plc will host a conference call at 10:00 a.m. ET (3:00 p.m. BST) on Monday, May 9,
2011 to discuss this transaction. This event can be accessed by visiting Elans website at
www.elan.com and clicking on the Investor Relations section, then on the event icon.
Following the live webcast, an archived version of the call will be available at the same
URL. |
Because this transaction as to Elan is deemed a Class 2 transaction under the Listing Rules of the
Irish Stock Exchange (ISE), Elan has issued a further regulatory announcement [via the RNS]
containing certain additional prescribed disclosures relating to EDT and the transaction, detailing
the proposed management changes in accordance with the requirements of the Listing Rules of the
Irish Stock Exchange, and containing further information in connection with the transaction which
is of relevance to Elan bondholders. This regulatory announcement will be filed with the U.S.
Securities and Exchange Commission (SEC) on a Form 6-K, and will also be accessible on
www.elan.com.
About Alkermes
Alkermes, Inc. is a fully integrated biotechnology company committed to developing innovative
medicines to improve patients lives. Alkermes developed, manufactures and commercializes
VIVITROL® for alcohol and opioid dependence and manufactures RISPERDAL®
CONSTA® for schizophrenia and bipolar I disorder. Alkermes robust pipeline includes
extended-release injectable and oral products for the treatment of prevalent, chronic diseases,
such as central nervous system disorders, addiction and diabetes. Headquartered in Waltham,
Massachusetts,
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Alkermes has a research facility in Massachusetts and a commercial manufacturing
facility in Ohio. For more information, please visit Alkermes website at www.alkermes.com.
About Elan Drug Technologies
Elan Drug Technologies (EDT), one of the worlds leading drug delivery businesses, is a business
unit of Elan (NYSE:ELN). As a fully integrated drug delivery business, Elan Drug Technologies
delivers clinically meaningful benefits to patients, by using its extensive experience and
proprietary delivery technologies in collaboration with pharmaceutical companies. For over 40
years, Elan Drug Technologies has been, and continues to be, a drug delivery provider of choice for
a broad range of pharmaceutical companies, including many of the worlds leading pharmaceutical
companies. To date, over 40 products have been developed using EDTs technologies and are used by
millions of patients each day. For more information, go to www.elandrugtechnologies.com.
About Elan Corporation, plc
Elan Corporation, plc is a neuroscience-based biotechnology company committed to making a
difference in the lives of patients and their families by dedicating itself to bringing innovations
in science to fill significant unmet medical needs that continue to exist around the world. Elan
shares trade on the New York and Irish Stock Exchanges. For additional information about the
Company, please visit www.elan.com.
Additional Information
In
connection with the proposed merger, Alkermes plc will file with the SEC a registration statement
that will include a preliminary prospectus regarding the proposed
merger and Alkermes, Inc. will file with the SEC a proxy statement in
respect of the proposed merger. The
definitive proxy statement/prospectus will be mailed to the stockholders of Alkermes, Inc.
INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
AND OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ALKERMES, INC. AND EDT AND THE PROPOSED TRANSACTION. Investors
may obtain a free copy of the registration statement and the proxy statement/prospectus when they
are available and other documents containing information about EDT and Alkermes, Inc., without
charge, at the SECs website at
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www.sec.gov. Copies of the proxy statement/prospectus and the
filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, when
available, without charge, from Elans website www.elan.com or Alkermes, Inc.s website at
www.alkermes.com.
This communication does not constitute an offer to sell, or the solicitation of an offer to sell,
or the solicitation of an offer to subscribe for, or buy, any securities, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
Participants in Solicitation
This communication is not a solicitation of a proxy from any Alkermes shareholder. Alkermes, Inc.
and its directors, officers and certain other members of management may, however, be deemed to be
participants in the solicitation of proxies from Alkermes, Inc.s shareholders in respect of the
proposed merger. Information about these persons can be found in Alkermes, Inc.s Annual Report on
Form 10-K for the year ended March 31, 2010, as filed with the SEC on May 21, 2010. Additional
information about the interests of such persons in the solicitation of proxies in respect of the
merger will be included in the registration statement and the proxy statement/prospectus to be
filed with the SEC in connection with the proposed merger. Investors can obtain free copies of
these documents as described above.
Note Regarding Forward-Looking Statements
This document includes forward-looking statements as defined by the SEC. All statements, other than
statements of historical fact, included herein that address activities, events or developments that
Elan, EDT, Alkermes plc or Alkermes, Inc. expects, believes or anticipates will or may occur in the
future, including anticipated benefits and other aspects of the proposed merger, are
forward-looking statements. These forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations, are generally identifiable by
use of the words believe, expect, intend, anticipate, estimate, forecast, project,
plan, or similar expressions. The ability of Elan, EDT, Alkermes plc and Alkermes, Inc. to
predict results or the actual effect of future plans or strategies is inherently uncertain and
actual results may differ from those predicted. These forward-looking statements are subject to
risks
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and uncertainties that may cause actual results to differ materially, including the
possibility that the merger will not be completed because of the failure of one or more conditions,
the possibility
that the anticipated benefits from the proposed merger cannot or will not be fully realized, the
possibility that costs or difficulties related to integration of the two companies will be greater
than expected, the impact of competition and other risk factors included in the reports filed with
the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates.
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Adjusted EBITDA, a non-GAAP measure of operating results, is defined as net
income or loss plus or minus net interest expense, provision for income taxes, depreciation
and amortization of costs and revenue, share-based compensation expense, legal settlement
gain and other net charges, including charges arising from this transaction. Adjusted EBITDA
is not presented as, and should not be considered an alternative measure of, operating
results or cash flows from operations, as determined in accordance with U.S. GAAP. It is
anticipated that Adjusted EBITDA will be used to evaluate the operating performance of the
combined business. Adjusted EBITDA, as defined here, may not be comparable to similarly
titled measures reported by other companies. |
VIVITROL® is a trademark of Alkermes, Inc. RISPERDAL® CONSTA®
is a trademark of Janssen-Cilag group of companies. INVEGA® SUSTENNA® is a
trademark of Johnson & Johnson Corporation. BYDUREON is a trademark of Amylin
Pharmaceuticals, Inc. AMPYRA® is a trademark of Acorda Therapeutics, Inc.
NanoCrystal® is a trademark of Elan Pharma International Limited, Ireland, a subsidiary
of Elan Corporation plc.
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