Updated on 31 August 2015
NASDAQ-listed Sucampo Pharmaceuticals Inc. has launched an all-cash tender offer in Japan by Sucampo's Japanese subsidiary and the execution of a separate share purchase agreement with certain shareholders of R-Tech Ueno to acquire all outstanding shares of R-Tech Ueno for a total consideration of $278 million (JPY 33 billion) inclusive of approximately $54 million in cash and 2.5 million Sucampo shares (5.5% of shares outstanding), held by R-Tech Ueno.
The purchase price reflects a 16% premium over R-Tech Ueno's one-month volume weighted average price and a 16% premium over R-Tech Ueno's three-month volume weighted average price.
R-Tech Ueno is a Japanese pharmaceutical company that manufactures Amitiza (lubiprostone) for Sucampo and Sucampo's commercialization partners, Takeda Pharmaceuticals, Mylan N.V. and Harbin Gloria Pharmaceuticals. R-Tech Ueno also receives revenue from sales of Rescula (unoprostone isopropyl) in Japan. In addition, the company has a diverse pipeline of drug candidates in various stages of development in gastroenterology, ophthalmology, autoimmune and inflammatory diseases, and oncology.
Assuming a successful completion of the acquisition, for full year 2016, excluding amortization and debt costs related to the proposed transaction, Sucampo expects to achieve net income of $55 million to $60 million, earnings per share of $1.20 to $1.30, and adjusted EBITDA of $95 million to $100 million.
In addition, Sucampo expects to achieve pre-tax operational synergies of approximately $5 million on an annualized basis in 2016. Sucampo does not expect the acquisition to have a material impact on 2015 results given the expected timing of transaction close.