Biohaven Pharmaceuticals Holding Company Ltd. (NYSE: BHVN) was up 70% after the company and Pfizer Inc. (NYSE: PFE) entered a definitive agreement under which Pfizer would acquire the NURTEC ODT maker. NURTEC ODT is a novel dual-acting medicine for migraine that is licensed for acute treatment and episodic migraine management in adults.
Pfizer to pay $148.5 per share for Biohaven shares not held
Pfizer Internal Medicine Global President Nick Lagunowich said:
Today’s announcement builds on our legacy of delivering breakthroughs for patients living with complex pain disorders and diseases that disproportionately impact women. NURTEC® ODT, which is already the #1 prescribed migraine medicine in its class in the United States, coupled with Biohaven’s CGRP pipeline, offers hope for patients suffering from migraine worldwide.
Pfizer will pay $148.50 a share in cash for all outstanding Biohaven shares not yet held by Pfizer under the agreement terms. For each Biohaven ordinary share, like Pfizer, Biohaven ordinary shareholders will receive 0.5 of each New Biohaven share. This new publicly listed company would retain Biohaven’s non-CGRP development phase pipeline drugs. Both Biohaven and Pfizer’s boards of directors have unanimously authorized the deal.
Pfizer plans to pay $11.6 billion in cash as part of the deal consideration. Additionally, Pfizer will cover Biohaven’s third-party indebtedness and redeem all shares outstanding of Biohaven’s convertible preferred shares at closure. The $148.50 per share cash consideration reflects a 33% premium over Biohaven’s three months volume-weighted average sale price of $111.70 before the transaction’s announcement.
Pfizer and Biohaven partnered on the commercialization of zavegepant and rimegepant
Pfizer invested $350 million in Biohaven’s ordinary shares at $173 a share as part of a partnership announced in November 2021 to market zavegepant and rimegepant outside of the United States. CEO of Biohaven Vlad Coric said:
We are excited to announce Pfizer’s proposed acquisition of Biohaven, recognizing the market leadership of NURTEC® ODT, our breakthrough all in one migraine therapy, and the untapped potential of our CGRP franchise. Pfizer’s capabilities will accelerate our mission to deliver our migraine medicines to even more patients, while the new R&D company is well positioned to bring value to patients and shareholders by focusing on our innovative pipeline for neurological and other disorders.
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