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Smith & Nephew Inc. (SNN) to Buy Healthpoint Biotherapeutics for $782 Million

Smith & Nephew Inc. (SNN) to Buy Healthpoint Biotherapeutics for $782 Million

11/28/2012 7:02:09 AM

FORT WORTH, Texas, Nov. 28, 2012 /PRNewswire/ — Smith & Nephew (LSE: SN, NYSE: SNN), the global medical technology business, announced today that it has signed an agreement to acquire substantially all of the assets of Healthpoint Biotherapeutics for $782 million in cash. The transaction is subject to regulatory approval and is expected to close in December 2012.
Healthpoint Biotherapeutics, founded in 1992 by Chairman and CEO Paul Dorman, has been focused on biopharmaceutical leadership in acute, chronic, and burn-related wound care over the last several years. The Company has driven impressive growth in its commercial platform, led by sales of Collagenase Santyl® ointment, and also laid the groundwork for strong future growth through development of a novel cell therapy, HP802-247, which completed a successful phase 2b in 2011 (recently published in The Lancet) and for which a North American phase 3 trial was initiated this September.

“Healthpoint and Smith & Nephew have much in common,” stated Paul Dorman, Founder, Chairman, and CEO of Healthpoint. “We share a commitment to innovation, the desire to serve healthcare professionals and a fundamental dedication to improve the quality of life for patients. We are very proud of our employees and the business we have built and believe now is the right time to allow it to grow to the next level by joining a global organization like Smith & Nephew.”

“This acquisition makes a lot of sense for both companies,” stated Travis Baugh, President and Chief Operating Officer of Healthpoint Biotherapeutics. “It will enable us to accelerate many of the initiatives we wanted to pursue and will provide development and promotional opportunities to our employees that would not have been available to them had we stayed an independent company. It also gives Smith & Nephew a new engine for growth for the next decade and beyond.”

Commenting, Olivier Bohuon, Chief Executive Officer of Smith & Nephew, said: “The acquisition of Healthpoint is an important step for Smith & Nephew, and for our Advanced Wound Management division. Strategically, it gives us a strong position in the fastest growing area of advanced wound management bioactives. And it does this bringing material revenues from a fast growing product range, an attractive pipeline, and the commercial and R&D capabilities upon which we can build. The combination creates a truly unique wound care business having leadership positions across exudate and infection management, negative pressure and bioactives to offer to our customers.”

Deutsche Bank is serving as financial adviser to Smith & Nephew on the transaction and Bank of America Merrill Lynch and JP Morgan served as financial advisers to Healthpoint.

About HP802-247

HP802-247 is an investigational allogeneic living human cell suspension that consists of two components that are sprayed sequentially on the wound bed at the time of treatment: a fibrinogen solution and a cell preparation containing a mixture of growth arrested, living, allogeneic epidermal keratinocytes and dermal fibroblasts.

Based on in vitro studies, HP802-247 is believed to release various growth factors and cytokines into the micro-environment of the wound. These living cells are anticipated to interact with the patient’s own cells to stimulate wound healing. HP802-247 has been designed to deliver a defined cell ratio (keratinocyte:fibroblasts) to allow safe and optimal tissue regeneration.

Positive topline results for a Phase IIb clinical trial investigating the efficacy of HP802-247 in venous leg ulcers were recently announced. The study was a randomized, double blind, dose-finding study involving 228 subjects enrolled across 35 investigational centers in the United States. Overall, HP802-247 achieved statistical significance, as compared with control plus standard care, in both the primary and secondary endpoints. HP802-247 appears to be generally safe and well tolerated, with the safety profile of the active groups being similar to placebo.

About Healthpoint Biotherapeutics

Healthpoint Biotherapeutics is a biopharmaceutical company focused on the development and commercialization of novel, cost-effective solutions for dermal repair and regeneration. The company’s research and development strategy is presently centered around next-generation bioactive therapies for the treatment of chronic wounds. Currently marketed products include Collagenase SANTYL® Ointment, OASIS® Wound Matrix, OASIS® Ultra Tri-Layer Matrix and REGRANEX® Gel. Healthpoint Biotherapeutics is also committed to advancing the care and treatment of wounds through support of industry leading continuing education from The Wound Institute®. To learn more about this comprehensive and award winning educational resource, please visit TheWoundInstitute.com®. Healthpoint Biotherapeutics is a DFB Pharmaceuticals, Inc., affiliate company, and is based in Fort Worth, Texas. For more information, visit the company website at www.Healthpointbio.com.

HEALTHPOINT, SANTYL, THE WOUND INSTITUTE, THEWOUNDINSTITUTE.COM and REGRANEX are registered trademarks of Healthpoint, Ltd.

OASIS is a registered trademark of Cook Biotech, Inc.

SOURCE Healthpoint Biotherapeutics

Illumina, Inc. (ILMN) Buying Verinata Health, Inc. in Up to $450 Million Deal

Illumina, Inc. (ILMN) Buying Verinata Health, Inc. in Up to $450 Million Deal

1/7/2013 7:09:58 AM

SAN DIEGO–(BUSINESS WIRE)– Illumina, Inc. (ILMN) today announced that it has signed a definitive agreement to acquire Verinata Health, Inc., a leading provider of non-invasive tests for the early identification of fetal chromosomal abnormalities, for consideration of $350 million plus up to $100 million in milestone payments through 2015. Upon completion of the acquisition, Illumina will have access to Verinata’s verifi® prenatal test, the broadest non-invasive prenatal test (NIPT) available today for high-risk pregnancies, and to the most comprehensive intellectual property portfolio in the non-invasive prenatal test industry. As non-invasive prenatal testing is one of the most rapidly growing areas utilizing next-generation sequencing, Illumina is uniquely positioned to be at the forefront of providing superior prenatal testing options.
“This agreement with Verinata demonstrates Illumina’s commitment to developing innovative diagnostic solutions and providing our partners with the most advanced technologies for improved patient care,” said Jay Flatley, President and CEO of Illumina. “Building on the recent acquisition of BlueGnome Ltd. and our expertise in next-generation sequencing, this announcement further establishes Illumina as a leader in reproductive health.”

Available through a physician, the verifi test analyzes cell-free fetal DNA naturally found in a pregnant woman’s blood to look for missing or extra copies of chromosomes (referred to as aneuploidies). Specifically, the test detects Down syndrome (trisomy 21 or T21), Edwards syndrome (trisomy 18 or T18) and Patau syndrome (trisomy 13 or T13). It is the first non-invasive prenatal test that offers the option to include evaluation of sex chromosome aneuploidies, such as Turner syndrome (Monosomy X), Triple X (XXX), Klinefelter syndrome (XXY) and Jacobs syndrome (XYY) – the most common fetal sex chromosome abnormalities.

Compared to other testing options, the verifi prenatal test provides more definitive information than risk score-based tests (traditional protein serum screens), which calculate probabilities, and does not carry the risk of complications that an invasive procedure, such as an amniocentesis, can have. The robust technology behind the verifi test leverages the power of massively parallel next-generation sequencing with a highly optimized algorithm to provide accurate aneuploidy detection, with the ability to look across the entire genome.

“Together, Illumina and Verinata are well-suited to drive the adoption of the non-invasive prenatal testing market. With approximately 500,000 high-risk pregnancies annually in the United States and an estimated four million pregnancies in total, there is a clear need for such tests,” said Dr. Jeffrey Bird, Executive Chairman and CEO of Verinata Health. “Given the recent American College of Obstetrics and Gynecology (ACOG) and Society of Maternal and Fetal Medicine (SMFM) joint opinion that recommended cell–free DNA prenatal testing as a first or second trimester option for women at increased risk of aneuploidy, we believe more physicians will be adopting NIPT.”

The verifi test will continue to be offered through Verinata’s CLIA-certified and CAP-accredited laboratory, which will continue to act as a reference laboratory to gather some of the necessary clinical data for future regulatory submissions.

According to Greg Heath, SVP and General Manager of Illumina’s Diagnostics business, “The synergies between Verinata’s and Illumina’s capabilities, combined with the expertise in reproductive health gained from the acquisition of BlueGnome, enable Illumina to provide a compelling portfolio of offerings across the spectrum of reproductive health.” He added, “We look forward to integrating Verinata into our organization and leveraging the combined knowledge and resources.”

Based on ACOG and SMFM guidelines for high-risk pregnancies in the United States, the addressable NIPT market is estimated to be more than $600 million in 2013. The total domestic market is estimated to grow to 1.5 to 2 million tests performed annually within the next five years. Working with our partners in this space, Illumina expects to service a significant portion of that market. Including the impact of synergies, the transaction is expected to be approximately $0.20 dilutive to Illumina’s non-GAAP earnings per share in 2013 before turning accretive beginning in 2014 and beyond. Fiscal year 2013 guidance, including the impact of this transaction, will be provided during the Company’s fourth quarter and fiscal year 2012 earnings call. The transaction will be financed primarily with cash on hand and is expected to close after the satisfaction of customary regulatory approval.

Bank of America Merrill Lynch acted as financial advisor to Illumina, and Covington & Burling LLP acted as legal counsel.

About Illumina

Illumina (www.illumina.com) is a leading developer, manufacturer, and marketer of life science tools and integrated systems for large-scale analysis of genetic variation and function. We provide innovative sequencing and array-based solutions for genotyping, copy number variation analysis, methylation studies, gene expression profiling, and low-multiplex analysis of DNA, RNA, and protein. We also provide tools and services that are fueling advances in consumer genomics and diagnostics. Our technology and products accelerate genetic analysis research and its application, paving the way for molecular medicine and ultimately transforming healthcare.

Forward-Looking Statements

This release contains forward-looking statements that involve risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements we make regarding the expected impact of synergies and the transaction’s effect on Illumina’s non-GAAP earnings per share. Important factors that could cause actual results to differ materially from those in any forward-looking statements include challenges inherent in integrating Verinata with our existing operations and the other factors that are detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. We do not intend to update any forward-looking statements after the date of this release.

Dilution calculated on non-GAAP basis

In estimating future dilution on a non-GAAP basis, Illumina excludes amortization expense related to acquired intangible assets, contingent compensation expense, acquisition related expense, non-cash interest expense associated with the company’s convertible debt instruments that may be settled in cash, headquarter relocation expense, costs related to unsolicited tender offer for the company’s stock and the double dilution associated with the accounting treatment of the company’s 0.625% convertible senior notes outstanding and the corresponding call option overlay.

Contact:

Illumina, Inc.

Investors:

Rebecca Chambers

858-255-5243

rchambers@illumina.com

or

Media:

Jennifer Temple

858-882-6822

pr@illumina.com

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