Mallinckrodt announced it has closed the acquisition of Sucampo Pharmaceuticals, a biopharmaceutical company, including its commercial and development assets.
"We are pleased to complete our acquisition of Sucampo, bringing near-term net sales and earnings accretion while bolstering our pipeline," said Mark Trudeau, Chief Executive Officer and President of Mallinckrodt. "We are also pleased to welcome members of the Sucampo team into Mallinckrodt, and look forward to continuing their strong efforts to bring much-needed therapies to patients suffering from rare diseases. This is an important next step towards our vision of becoming an innovation-driven specialty pharmaceutical growth company focused on improving outcomes for patients with severe and critical conditions."
The tender offer by a subsidiary of Mallinckrodt for all of the outstanding shares of Sucampo Class A common stock expired as scheduled at 8:00 a.m. (Eastern) on February 13, 2018. More than 50% of Sucampo shares were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, the minimum tender condition was satisfied, and Mallinckrodt and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.
Following its acceptance of the shares tendered in the tender offer, pursuant to Section 251(h) of the Delaware General Corporation Law, the Mallinckrodt subsidiary merged with and into Sucampo without a vote of Sucampo's other stockholders. As a result of the completed merger, Sucampo became an indirect, wholly owned subsidiary of Mallinckrodt. In connection with the merger, all Sucampo shares not validly tendered into the tender offer (subject to certain exceptions) have been cancelled and converted into the right to receive $18.00 per share, which is the same price per share offered in the tender offer. As a result of the acquisition, Sucampo shares have ceased to be traded on NASDAQ.
The acquired assets include:
- AMITIZA (lubiprostone), a leading global product in the branded constipation market, is approved by the U.S. Food and Drug Administration (FDA) for treatment of chronic idiopathic constipation (CIC) in adults, irritable bowel syndrome with constipation (IBS-C) in women 18 years of age and older, and opioid-induced constipation (OIC) in adult patients with chronic, non-cancer pain, including patients with chronic pain related to prior cancer or its treatment who do not require frequent opioid dosage escalation. The drug is also approved in Japan, the United Kingdom and Switzerland. The FDA is currently reviewing a supplemental New Drug Application (sNDA) for AMITIZA in children 6 to 17 years of age with pediatric functional constipation (PFC). The sNDA received a Priority Review designation.
- RESCULA (unoprostone isopropyl ophthalmic solution) 0.15%, is indicated for ocular hypertension and open-angle glaucoma, and is marketed in Japan.
- VTS-270 is in Phase 3 development for Niemann-Pick Type C (NPC), a rare, neurodegenerative, and ultimately fatal disease that can present at any age. Manifestations of the genetic disorder typically occur in childhood with occasional late onset, and average diagnosis at ten years of age3. NPC is usually fatal, and the majority of cases lead to death before age 20.
- CPP-1X/sulindac is in Phase 3 development for Familial Adenomatous Polyposis (FAP) under a collaborative agreement with Cancer Prevention Pharmaceuticals. FAP results from a genetic mutation leading to uncontrolled growth of hundreds to thousands of polyps in the lower digestive tract. Left untreated, there is almost a 100% lifetime risk of developing colorectal cancer.