Sun Pharmaceutical Industries with its subsidiaries and DUSA Pharmaceuticals have entered into a definitive agreement under which Sun Pharma will acquire DUSA, a dermatology company focused on developing and marketing its Levulan (aminolevulinic acid HCl) photodynamic therapy platform. The transaction has a total cash value of approximately $230 million.
DUSA’s Levulan combination therapy is approved by US FDA for treatment of non-hyperkeratotic actinic keratoses or AKs of the face or scalp. Additionally, DUSA’s BLU-U treatment has been approved by US FDA for the treatment of moderate inflammatory acne vulgaris and general dermatological conditions.
Levulan is manufactured by DUSA in its FDA approved facility at Wilmington, MA.
Under the terms of the agreement, a 100 per cent subsidiary of Sun Pharmaceutical Industries will commence a tender offer for all of the outstanding common stock of DUSA at a price of $8.00 per share in cash, a 38 per cent premium to the closing price of DUSA’s common stock on November 7, 2012. The transaction has been unanimously approved by the boards of directors of both companies and DUSA’s board has recommended that the company’s shareholders tender their shares pursuant to the tender offer.
Dilip Shanghvi, Managing Director, Sun Pharma said, “DUSA has proven technical capabilities in photodynamic skin treatments, with US FDA approved manufacturing. DUSA’s business brings us an entry into dermatological treatment devices, where we see good growth opportunities.”
“We believe this transaction brings significant value to DUSA shareholders and are pleased that Sun Pharma recognised the value that has been created. The entire team at DUSA has built an excellent franchise around Levulan PDT and continues to grow its presence in the dermatology space. We are confident that Sun Pharma will build upon the solid foundation our organisation has established in the United States dermatology market to further expand access to Levulan for patients with actinic kerotoses,” stated Robert Doman, President and CEO of DUSA Pharmaceuticals.”
The closing of the tender offer will be subject to certain conditions, including the tender of a number of DUSA shares that represent at least a majority of the total number of DUSA’s outstanding shares (assuming the exercise of all options and warrants and vesting of restricted shares), the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Upon the completion of the tender offer, Sun Pharma will acquire all remaining shares at the same price of $8.00 per share through a second-step merger, subject to approvals as may be necessary.