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Indevus To Acquire Valera for $120 Million


Posted on 2006-12-12 07:34:00



Indevus Pharmaceuticals, Inc. will pay $120 million to acquire Valera Pharmaceuticals, Inc. Under terms of the agreement, Indevus will acquire Valera in a stock transaction for $7.75 per share, or an aggregate value of approximately $120 million, plus contingent payments of up to $3.50 per share based on the achievement of future product milestones.

Valera is a specialty pharmaceutical company focused on the development and commercialization of urology and endocrinology products. The company markets Vantas for advanced prostate cancer and has multiple products in clinical development including Supprelin-LA for central precocious puberty. The company has filed a New Drug Application (NDA) for Supprelin-LA and under the Prescription Drug User Fee Act (PDUFA), the FDA is expected to complete its review and act upon this NDA submission by May 3, 2007. The company also expects to submit a supplemental NDA in the first half of 2007 for Valstar, which is indicated for the treatment of BCG-refractory bladder cancer. Other products in development by Valera include a biodegradable ureteral stent for post-kidney stone lithotripsy and an octreotide implant for the treatment of acromegaly.

"The acquisition of Valera firmly establishes Indevus as an emerging leader in the specialty areas of urology and men's health and fully leverages our national sales force," said Glenn L. Cooper, M.D., chairman and chief executive officer of Indevus. "Upon closing, Indevus' robust product portfolio will include three marketed products and the combined company anticipates five new product launches within two years, including three products from Valera."

"The Indevus and Valera strategies and objectives are very consistent and this combination is a perfect match. Importantly, we expect that this transaction will be accretive within 2 years and will significantly increase earnings per share upon the achievement of profitability," continued Dr. Cooper. "We see tremendous value in Valera. Our product portfolios are complementary and target the urology and endocrinology specialty physician bases of both companies. In addition to Vantas, Supprelin-LA and Valstar, there is a significant value opportunity in Valera's Hydron implant technology platform, their biodegradable ureteral stent program, and their octreotide implant. Valera's products fit extremely well with our current focused portfolio of marketed and late stage products, including Sanctura and Sanctura XR for overactive bladder, Nebido and Delatestryl for male hypogonadism, Pro 2000 for the prevention of HIV and other STDs, as well as pagoclone for stuttering. We are very excited to announce this transaction."

"We have greatly admired Indevus as a company and we believe this partnership is a smart fit for Valera. As we entered into discussion for a co-promotional arrangement with Indevus, it became apparent that our product offerings, the patient and physician benefits, and the potential for shareholder returns would be enhanced by leveraging the strengths of the combined companies," stated David S. Tierney, M.D., president and chief executive officer of Valera. "After surveying a range of strategic alternatives, we concluded that this transaction was in the best interests of Valera's shareholders. We are excited to bring Valera's growing portfolio of approved and development stage products into Indevus' organization given Indevus' proven commercialization reach and ability to bring pipeline products to market."

Upon completion of the transaction and subject to the approval of the Indevus board of directors, James C. Gale, chairman of the board of directors of Valera and chief investment officer of the Corporate Opportunities Funds and Life Sciences Opportunities Fund, affiliates of Sanders Morris Harris, will join the Indevus board of directors. Sanders Morris Harris is currently the largest shareholder of Valera Pharmaceuticals. Additionally, Dr. Tierney will provide consulting services during a transition period after the completion of the transaction. Valera's facility in Cranbury, New Jersey, which contains significant manufacturing operations and research and development capabilities, will be maintained and become an integral part of Indevus' operations.