Sun Pharma concludes acquisition of Concert Pharma

Mumbai: Sun Pharmaceutical Industries Limited has announced the successful completion of its acquisition of Concert Pharmaceuticals, Inc., a late-stage clinical biopharmaceutical company that is developing deuruxolitinib, a novel, deuterated, oral JAK1/2 inhibitor, for the potential treatment of adult patients with moderate to severe alopecia areata.

“We are excited to add deuruxolitinib, a late-stage, potential best-in-class treatment for alopecia areata, to our growing global dermatology portfolio and expand our presence in the Boston biotech hub,” said Abhay Gandhi, CEO North America, Sun Pharma. “By bringing together Concert’s talented team with Sun Pharma’s global reach and commercial capabilities, this acquisition is an opportunity to bring deuruxolitinib to market globally and make a meaningful difference to alopecia areata patients around the world.”

Sun Pharma’s tender offer to acquire all outstanding shares of Concert’s common stock for (i) $8.00 per share in cash, subject to any applicable withholding of taxes and without interest (the “Common Cash Amount”), plus (ii) one non-transferable contingent value right (each, a “CVR”) per share (the “Common CVR Amount” and together with the Common Cash Amount, the “Offer Price”), subject to any applicable withholding of taxes and without interest, which represents the contractual right to receive contingent payments of up to $3.50 per share, in cash, in the aggregate, subject to any applicable withholding of taxes and without interest, upon the achievement of certain milestones described below prior to December 31, 2029, expired one minute after 11:59 p.m. New York City time on Friday, March 3, 2023.

The depositary for the tender offer has advised that, as of the expiration of the tender offer, a total of 48,220,511 shares of Concert’s common stock were validly tendered and not withdrawn in the tender offer, which represent approximately 75.2% of the total number of shares of Concert’s outstanding common stock.

Following the acceptance of the tendered shares, Sun Pharma completed the acquisition of Concert through the merger of a wholly owned subsidiary of Sun Pharma with and into Concert in which (i) each share of Concert’s common stock not tendered into the offer (other than shares (a) held in Concert’s treasury, (b) owned by Sun Pharma, any subsidiary of Sun Pharma or any subsidiary of Concert or (c) shares held by Concert stockholders who properly demanded appraisal for their shares under Delaware law) was converted into the right to receive the Offer Price and (ii) each share of Concert’s Series X1

Preferred Stock (other than shares (a) held in Concert’s treasury or (b) shares held by Concert stockholders who properly demanded appraisal for their shares under Delaware law) was converted into the right to receive (1) the Common Cash Amount multiplied by 1,000, in cash, subject to any applicable withholding of taxes and without interest, plus (2) the Common CVR Amount multiplied by 1,000, subject to any applicable withholding of taxes and without interest, which represents the right to receive contingent payments of up to $3.50 per CVR, in cash, in the aggregate, subject to any applicable withholding of taxes and without interest, upon the achievement of certain milestones prior to December 31, 2029. As a result of the merger, Concert became a wholly owned subsidiary of Sun Pharma. The common stock of Concert will no longer be listed for trading on the Nasdaq Global Market.

Read also: Sun Pharma to buy Concert Pharma for Rs 4678 crore