The Boards of Directors of both companies have unanimously approved the transaction.
Under the deal, Amryt shareholders will receive $14.50 per American Depositary Share (ADS) cash upfront, along with Contingent Value Rights (CVR) of up to an additional $2.50 per ADS based on the achievement of certain milestones related to the company’s Filsuvez.
The total transaction value is nearly $1.25bn in upfront consideration at a close, which represents a 107% premium based on $7.00 Amryt’s ADS closing price, along with CVRs representing an additional consideration of nearly $225m.
Amryt acquires, develops, and commercialises treatments that help improve the lives of rare and orphan disease patients.
Chiesi Farmaceutici researches, develops and markets innovative therapeutic solutions in rare diseases, respiratory health, and speciality care areas.
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The company expects that the transaction will expand its rare disease medicine portfolio.
Chiesi Group CEO Marco Vecchia said: “With this transaction, we are further expanding our commitment to people living with rare diseases, the majority of which still have no cure or approved treatment.
“This addition of the Amryt portfolio, as well as their expertise, will help us on our journey to bring medicines to patients, no matter how rare their condition may be.
“We look forward to working with Amryt towards a successful closing of the Transaction. Amryt has steadily brought innovative products to new markets and by adding them to the Chiesi portfolio, we hope to make them available to even more patients who may require them.”
The transaction, subject to the satisfaction or waiver of all closing conditions, is anticipated to be concluded in the first half of this year.
For the deal, Dechert is serving as legal adviser while Centerview Partners is serving as exclusive financial adviser to Chiesi.