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November 20, 2006
Actelion Announces Definitive Agreement to Acquire CoTherix for $420 Million
CoTherix was founded as a specialty pharmaceutical company dedicated to the treatment of severe pulmonary disease. We invested in CoTherix after the company acquired U.S. commercialization rights to Ventavis iloprost, an inhaled prostacyclin used to treat pulmonary arterial hypertension. Our investment in CoTherix enabled acquisition of the product from Schering AG, subsequent NDA filing, and preparation for US launch. CoTherix went public in 2004. Below, the company reports an agreement to be acquired by Actelion, a company which marketed the first line oral therapy for pulmonary arterial hypertension.
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Actelion (SWX: ATLN) today announced that it has entered
into a definitive agreement to acquire CoTherix, Inc.
(NASDAQ: CTRX). CoTherix currently markets Ventavis iloprost,
the only approved inhaled therapy for the treatment of
Pulmonary Arterial Hypertension in the United States.
The transaction has been approved unanimously by the Boards
of Directors of both companies. Actelion will commence
a cash tender offer of USD 13.50 per CoTherix Inc. share,
for a total acquisition price of approximately USD 420
million. Subject to regulatory clearance and other customary
closing conditions, the transaction is expected to conclude
early in Q1:07.
The directors and executive officers of CoTherix and additional
stockholders, together owning approximately 32% of the
outstanding shares, have agreed with Actelion to tender
their shares pursuant to the offer, subject to customary
terms and conditions, including termination rights.
Actelion has had a longstanding relationship with CoTherix,
developed through a shared focus on Pulmonary Arterial
Hypertension. This relationship was extended with CoTherix's
clinical STEP trial investigating the combined use of
Tracleer and Ventavis. Based on that relationship, the
two companies had previously commenced discussions regarding
the strong strategic fit between the two businesses. Those
discussions were placed on hold due to certain contractual
obligations of CoTherix. Last Friday, after the close
of the Swiss market and following the earlier than expected
conclusion of these obligations CoTherix inquired of Actelion
whether it wished to resume discussions. Following this,
Actelion completed its due diligence and the companies
finalized negotiations, resulting in the Boards of Directors
of both companies approving the transaction and entering
into the definitive agreement.
Jean-Paul Clozel, Chief Executive Officer of Actelion,
commented: "We expect that the transaction will generate
immediate substantial value, adding top- line revenue
and bottom-line cash earnings by leveraging our existing
marketing and sales infrastructure in the United States
and expanding the reach of Ventavis."
Jean-Paul Clozel continued: "CoTherix and its employees
have done an outstanding job with Ventavis, a product
commercially available in the US since March 2005. Through
the acquisition of CoTherix, Actelion will further lead
the drive towards improved PAH therapy, both today with
the existing form of Ventavis and potentially tomorrow
through improved delivery systems and dry-powder inhalation
to further enhance convenience for patients."
Jean-Paul Clozel added: "By introducing our orally
available dual endothelin receptor antagonist Tracleer
bosentan in late 2001, Actelion has always led the drive
for improved PAH therapy. By applying the proven abilities
of our drug development team with those of CoTherix, we
are committed to accelerating Ventavis' development in
order to support today's trend of combining agents from
multiple drug classes to improve treatment outcomes for
patients."
Donald J. Santel, Chief Executive Officer of CoTherix,
said: "Our vision for CoTherix has been to advance
the therapeutic options for patients with cardiovascular
disease. Through the efforts of our talented and dedicated
employees, we've been successful in introducing Ventavis,
the first non- invasive prostacyclin for PAH in the United
States. The proposed combination with Actelion, a global
leader in cardio-pulmonary medicine, will further accelerate
this vision and provide additional benefit to the patient
population we've been privileged to serve."
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