BioMarin Pharma Offers To Buy Prosensa For $17.75 Per Share - Quick Facts

(RTTNews) - BioMarin Pharmaceutical Inc. (BMRN) and Prosensa Holding N.V. (RNA) announced that they reached a definitive agreement by which BioMarin will offer to purchase all of the outstanding ordinary shares of Prosensa for $17.75 per share, for a total up front consideration of about $680 million.

Prosensa shareholders may also receive two regulatory milestone payments of approximately $80 million for receiving approval in the U.S. no later than May 15, 2016 and in Europe no later than February 15, 2017, respectively.

In addition, within 5 business days of signing the purchase agreement BioMarin will purchase from Prosensa a $50 million convertible note. If the transaction fails to close for any reason, the note will automatically convert into 4,395,914 shares of Prosensa's stock.

"We will leverage our experience at developing rare disease therapies to achieve regulatory approvals and bring drisapersen to market as quickly as possible. Further, if we are successful in advancing drisapersen to early regulatory approvals, we believe this transaction would be accretive to operating and GAAP profitability in 2017," said Jean-Jacques Bienaimé, Chief Executive Officer of BioMarin.

The transaction is expected to be accounted for as a business combination.

BioMarin said it will maintain operations at Prosensa's headquarters, based in Leiden, The Netherlands and integrate Prosensa personnel from that office.

BioMarin noted that it will effect the transaction primarily through a tender offer for all of the issued and outstanding Prosensa ordinary shares and expect to close in the first quarter of 2015.