Forest Laboratories, Inc. and Clinical Data, Inc. today
announced that they have entered into a definitive merger agreement pursuant to
which Forest will acquire Clinical Data, a
specialty pharmaceutical company focused on the development of first-in-class
and best-in-category therapeutics, for $30.00 per share in cash plus contingent
consideration of up to $6.00 per share that may be paid upon achievement of
certain commercial milestones related to Viibryd(TM). The upfront consideration
of $30.00 per share represents a 6.6% premium to the volume-weighted average
trading price of CLDA stock since the first trading day after the company
announced the approval of Viibryd and that it was considering a potential change
of control transaction and a 19.2% premium of the closing price on that day and totals $1.2 billion on a fully
diluted basis, net of net cash acquired. Forest
will finance the transaction with existing cash. The transaction was approved
by the boards of both companies and is expected to be completed in the second
quarter of 2011, subject to customary closing conditions.
The transaction will allow Forest
to leverage its existing presence in the antidepressant category through the launch
of Viibryd (vilazodone HCL tablets) which was developed by Clinical Data and
approved by the FDA on January 21, 2011 for the treatment of adults with major depressive
disorder (MDD). Viibryd is a selective serotonin reuptake inhibitor and a
5-HT1A receptor partial agonist. With Celexa(R) and Lexapro(R), Forest has a proven track record of successfully commercializing
novel anti-depressants. The market for the treatment of MDD is over 200 million
prescriptions annually and increasing.
Forest plans to launch Viibryd in the U.S. during the second half of 2011.
Viibryd is expected to retain market exclusivity until March 2020 including
full patent term extension of its composition of matter patent and anticipated
pediatric exclusivity. Other patents may further extend this period.
Howard Solomon, Chairman, Chief Executive Officer and
President of Forest Laboratories said, “We are pleased to enter into this
agreement with Clinical Data. Depression is a debilitating disease that affects
the daily lives of millions of patients. We believe that we are uniquely
positioned to bring Viibryd to market in light of our long and successful
experience of clinical development and expertise in the antidepressant market.
This transaction is consistent with our strategy to acquire new products that
will help offset the loss of revenues due to patent expiries. Viibryd will be
the second new product that we expect to launch this year in addition to
In addition, we are hopeful to obtain FDA approval later
this quarter for Daxas (roflumilast), for the treatment of COPD. We plan to
submit New Drug Applications for aclidinium and linaclotide in the second half
of this year and for two additional products in calendar 2012.”