Novo Nordisk proposed to acquire Ablynx for upto €30.50 per share in cash

Novo Nordisk has conducted a deep analysis of Ablynx’s business and product portfolio, based on publicly available information, including caplacizumab, ALX-0171, vobarilizumab, its other pipeline products, and partnerships.

Novo Nordisk confirms that it made a proposal on 22 December 2017 to acquire Ablynx for €28.00 per share in cash and one CVR with total potential cash payments over time of up to €2.50 per share. This proposal implies a total equity valuation of approximately €2.6 billion for Ablynx and represents a premium of up to 60% over Ablynx’s share price as of 6 December 2017 of €19.12, which was the day prior to our first proposal, and up to 66% over Ablynx’s 3 month VWAP of €18.39 as of 5 January 2018.

Novo Nordisk has made a concerted and good faith effort to engage in discussions with Ablynx. This proposal is the second proposal that Novo Nordisk has made to Ablynx’s Board of Directors and represents up to approximately a 14% increase over the first proposal. Novo Nordisk regrets that the Board of Directors of Ablynx has so far declined to engage in any discussions, despite the proposals which have been put forward.

Novo Nordisk has conducted a deep analysis of Ablynx’s business and product portfolio, based on publicly available information, including caplacizumab, ALX-0171, vobarilizumab, its other pipeline products, and partnerships.

Following that analysis, Novo Nordisk has concluded that combining Ablynx’s caplacizumab with Novo Nordisk’s strong global hematology franchise and extensive worldwide resources is a compelling opportunity and provides the clearest path to realizing the full potential of Ablynx’s portfolio in the best interests of all stakeholders, including patients and physicians.

The proposed transaction would combine Novo Nordisk’s regulatory, scientific and commercial expertise with Ablynx’s strong existing medical teams to optimise the development and global commercialization of caplacizumab.

Novo Nordisk has a high regard for Ablynx’s other pipeline assets and the Nanobody platform. Novo Nordisk has since 2015 been undertaking a research collaboration with Ablynx on the Nanobody platform. Novo Nordisk would plan to continue to invest in the platform and support its people and activities, including the existing partnerships Ablynx has in place.

It is firmly believed that the combination of Ablynx’s pipeline, R&D team, and antibody engineering platform with Novo Nordisk’s own R&D organization would create a stronger combined research base. Novo Nordisk recognizes the value of maintaining Ablynx’s presence in the Ghent area and intends to keep Ablynx’s strong R&D base within Ghent and further develop Ablynx as a center of excellence in Nanobody discovery and engineering.

BACKGROUND TO THE PROPOSALS

On 7 December 2017, Novo Nordisk made an initial non-binding proposal to acquire Ablynx for €26.75 per share in cash. This proposal was rejected by Ablynx’s Board of Directors on 14 December 2017.

Following this, Novo Nordisk has made a number of attempts to engage in a dialogue with Ablynx, which were rejected by Ablynx’s Board of Directors.

On 22 December 2017, Novo Nordisk submitted a revised non-binding proposal to acquire Ablynx for up to €30.50 per share, including €28.00 per share in cash and one CVR with total potential cash payments over time of up to €2.50 per share.

This proposal was rejected by Ablynx’s Board of Directors on 23 December 2017. The Board of Directors of Ablynx has declined to engage in any discussions which would allow Novo Nordisk to better understand Ablynx management’s views on Ablynx’s prospects and valuation of Ablynx.

Following this, Lars Fruergaard Jørgensen, the chief executive officer of Novo Nordisk, spoke to Edwin Moses, the chief executive officer of Ablynx on 5 January 2018 to reiterate Novo Nordisk’s commitment to the transaction and to encourage Ablynx to meet with Novo Nordisk in order to have a discussion around key value drivers. Unfortunately, this offer was again refused by the Board of Directors of Ablynx.

PROPOSAL SUBMITTED ON 22 DECEMBER 2017

Novo Nordisk’s non-binding proposal submitted on 22 December 2017 consists of an upfront cash consideration of €28.00 per share and one CVR with total potential cash payments over time of up to €2.50 per share. Each CVR would entitle Ablynx’s shareholders to receive additional cash payments promptly upon the occurrence of the following events:

  • €0.50 per CVR upon Ablynx’s partner for vobarilizumab electing to exercise its opt-in right to license the drug candidate following completion of the ongoing phase II STEADY trial
  • €2.00 per CVR upon initiation of a phase III trial for ALX-0171

“The proposed transaction with Ablynx represents a compelling opportunity for both companies and is in the best interests of all of Ablynx’s stakeholders”, said Lars Fruergaard Jørgensen, the chief executive officer of Novo Nordisk.

“Novo Nordisk and Ablynx share a common focus on innovation-driven, patient-centric R&D. Novo Nordisk intends to use its full suite of regulatory, scientific and marketing expertise to complement the existing strong management and the medical team at Ablynx in order to optimise the development and global commercialization of caplacizumab for the benefit of patients suffering from aTTP. The proposed transaction is attractive for Novo Nordisk and is in line with Novo Nordisk’s stated strategy to invest in its Biopharm operations. Ahead of the rapidly approaching potential EMA approval of caplacizumab, we believe now is the right time to consider a transaction that maximizes value for all of Ablynx’s stakeholders.”

At this stage, there can be no assurance that any agreement with respect to the proposed transaction will be reached between the two companies. Novo Nordisk’s proposal to Ablynx’s Board of Directors is subject to satisfactory completion of due diligence and the negotiation, execution, and delivery of a mutually acceptable definitive transaction agreement. Novo Nordisk encourages Ablynx’s Board of Directors to engage in a negotiated transaction for the benefit of all stakeholders.

Evercore is acting as financial advisor to Novo Nordisk and Stibbe cvba/scrl and Davis Polk & Wardwell LLP are acting as legal advisors to Novo Nordisk.

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