Allergan plc announced the successful completion of Allergan’s tender offer to purchase all outstanding shares of Vitae Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company focused on innovative development programs for dermatologic conditions. As previously announced, Allergan offered to purchase all outstanding shares of Vitae for $21.00 per share, in cash, for a total transaction value of approximately$639 million.

“The completion of the Vitae acquisition will add highly differentiated development compounds and bolsters our innovative medical dermatology pipeline,” said David Nicholson, Chief R&D Officer, Allergan. “Through its deep expertise in discovering and developing first-in-class compounds in atopic dermatitis, psoriasis and autoimmune diseases, the Vitae team will add important capabilities to Allergan’s Open Science R&D approach.”

The acquisition strengthens Allergan’s dermatology product pipeline, with the addition of VTP-43742, a Phase 2 first-in-class, orally active RORγt (retinoic acid receptor-related orphan receptor gamma) inhibitor for the potential treatment of psoriasis and other autoimmune disorders. The acquisition also adds VTP-38543, a Phase 2a topical LXRβ (Liver X Receptor beta) selective agonist for the potential treatment of atopic dermatitis. It is believed that VTP-38543 works by decreasing inflammation in damaged skin tissue and repairing the damaged outer layer of skin.

The acquisition also adds Vitae’s Contour^® structure-based drug design platform aimed at discovering product candidates for validated therapeutic targets where biopharmaceutical research and development has traditionally struggled to develop drugs due to challenges related to potency, selectivity and pharmacokinetics.

About the Vitae Tender Offer

The cash tender offer for all of the outstanding shares of Vitae common stock expired as scheduled at the end of the day, midnight (EDT) on October 24, 2016 (one minute after 11:59 P.M. (EDT) on October 24, 2016). Excluding Vitae shares tendered by notice of guaranteed delivery, a total of 26,235,210 shares of Vitae common stock, representing approximately 90.3% of Vitae’s outstanding shares, were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, Allergan and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn. 

Allergan intends to complete the acquisition later today through the merger of its subsidiary with and into Vitae without a vote of Vitae’s other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law (the “DGCL”). When the merger is completed, Vitae will become an indirect, wholly owned subsidiary of Allergan. In connection with the merger, all remaining eligible Vitae shares not validly tendered into the tender offer will be cancelled and converted into the right to receive $21.00 per share in cash, the same consideration per share offered in the tender offer. Eligible Vitae shares exclude shares held as Vitae treasury stock, held by Allergan or its subsidiaries or held by any stockholder of Vitae who exercised appraisal rights under Section 262 of the DGCL. Following the acquisition, Vitae shares will cease to be traded on NASDAQ.

Additional information about Vitae, VTP-43742 and VTP-38543, as well as the unmet medical need in the treatment of psoriasis and atopic dermatitis, is available as a slide presentation on the Allergan website.

To view the full press release, click here. 

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