LONDON - The Irish drug maker Jazz Pharmaceuticals agreed to acquire Gentium in a deal valued at about $1 billion, diversifying its portfolio of treatments for rare diseases.
A Jazz subsidiary will make an all-cash tender offer of $57 a share for all of Gentium’s ordinary stock and American depositary shares. Gentium’s shares were down 1.3 percent to $55.65 at the close of trading on Nasdaq on Thursday.
Gentium, an Italian biopharmaceutical company that develops treatments for rare diseases, was granted approval in October by the European Commission to sell its keynote drug Defitelio, a treatment for severe hepatic veno-occlusive disease.
“Incorporating Gentium into Jazz Pharmaceuticals is a strong strategic fit as Defitelio would diversify our development and commercial portfolio and complement our clinical experience in hematology/oncology and our expertise in reaching targeted physicians who treat serious medical conditions,†said Bruce Cozadd, Jazz’s chairman and chief executive.
The transaction has been approved by the boards of both companies and Gentium’s board, management and certain shareholders have agreed to tender their shares, representing about 15 percent of the company’s stock. The deal is conditioned on at least 66.7 percent of the company’s shares being tendered.
The deal is expected to close in the first quarter of 2014.
Through the first nine months of the year, Jazz posted revenue of $636.6 million, a 58 percent increase over the prior-year period.
Jazz is financing the transaction with a combination of cash on hand as well as an incremental term loan and borrowings under its existing senior secured credit facility. Barclays, its financial adviser, also has committed to a $500 million incremental term loan.
Jefferies served as Gentium’s financial adviser. . Gentium’s legal advisers were Skadden Arps Slate Meagher & Flom and Gianni, Origoni, Grippo & Cappelli.
Jazz’s legal counsel were Weil, Gotshal & Manges; Baker & McKenzie; Cooley; Hogan Lovells; and Gattai, Minoli & Partners.
