Enzon Pharmaceuticals has entered into a definitive agreement to sell its specialty pharmaceutical business to the Sigma-Tau Group for $300m plus an additional amount of up to $27m based on success milestones.
Enzon will also receive royalties of 5 to 10% on incremental net sales above a 2009 baseline amount from Enzon’s four marketed specialty pharmaceutical products through 2014.
Sigma-Tau Pharmaceuticals will distribute the products in the US market.
After the sale of these assets, Enzon’s businesses will consist of its royalties, Peg SN38 and LNA and PEG technology platforms.
Alex Denner, chairman of Enzon, said: “Enzon’s Board of Directors is evaluating options to return most of the value of this sale to shareholders. We will refocus the company on our royalty business, pipeline, and technology platforms.”
Jeffrey Buchalter, president and CEO at Enzon said: “Sigma-Tau is a great strategic fit for this business, as they have the presence and expertise to effectively market these products in all geographic areas.”
The acquisition will expand Sigma-Tau’s current presence in the US and in new therapeutic areas, said the company.
Claudio Cavazza, president of Sigma-Tau, said: “Sigma-Tau is dedicated to providing novel therapeutics to patients suffering from rare diseases and other unmet medical needs. Through the acquisition of Enzon’s specialty pharmaceutical business, we will increase our presence in the field of rare diseases with products of great value which are the result of an outstanding research activity.
“Sigma-Tau is determined to continue Enzon’s work, especially in the field of rare diseases which is a particularly stimulating one, as it aims at tackling life-threatening conditions which all too often affect the very young.”
The company stated that the transaction may be deemed to constitute a sale of ‘substantially all’ of Enzon’s assets under Delaware law and, therefore, is conditioned upon the approval by the holders of a majority of Enzon’s outstanding shares of common stock.
The transaction also is conditioned upon Sigma-Tau’s receipt of funds under a bank commitment letter received by Sigma-Tau and the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any corresponding laws of other jurisdictions.