Belgium's UCB on Wednesday said it has agreed to acquire Zogenix for as much as $1.9 billion in a deal centered around an epilepsy drug the California-based biotech brought to market 18 months ago.
UCB will pay $26 per share in cash to get ahold of Zogenix and its drug Fintepla, which U.S. regulators approved in June 2020 to treat a rare chronic form of epilepsy known as Dravet syndrome. The Belgian drugmaker will add another $2 per share payment for Zogenix stockholders, as well, if Fintepla is cleared in Europe for another rare epilepsy called Lennox-Gastaut syndrome by the end of 2023.
Both boards have approved the buyout, which is expected to close in the second quarter.
The acquisition price represents a 72% premium to Zogenix stock's average closing price over the past month and a roughly 66% premium over the $15.64 shares ended the day at Tuesday. Both numbers — as well as the deal's total value — would rank among the top 10 biotech acquisitions last year, during which dealmaking in the industry slumped.
But UCB is buying a company whose shares have lost about three quarters of their value since mid-2018, when they were worth more than $60. Since the Food and Drug Administration approved Fintepla, Zogenix shares have declined by about 40%, reflecting the drug's slow launch amid the pandemic. Sales totaled just $23 million last quarter.
According to Paul Matteis, an analyst at Stifel, the deal represents a "favorable outcome for shareholders and ascribes a good deal of value" for the drug's potential. "We were optimistic that [Zogenix] could have created value independently," he added, "but the path was more linear/gradual."
In Matteis' view, Zogenix needed to boost Fintepla's market share in Dravet and prove the drug's role in Lennox-Gastaut compared to other anti-epileptic drugs approved for the condition.
Those tasks will now fall to UCB, which plans to "accelerate access for patients" to Fintepla, the company's executive vice president of neurology, Charl van Zyl, said in a statement.
The Belgian pharma already markets epilepsy drugs and Fintepla could help plug a gap as Vimpat, an anti-seizure drug that's one of UCB's top-selling medicines, will lose patent protection this year.
Regulators in the U.S. and Europe are reviewing an approval application for Fintepla in Lennox-Gastaut, and Phase 3 results in another rare epilepsy called CDKL5 deficiency are expected next year, according to a federal clinical trials database. UCB believes the drug has "significant potential for usage" in other seizure types, the company said.
Broadly, the deal is a "good first step," Matteis said, for a sector that's viewed as well-positioned for dealmaking after a slow 2021. Biotech company valuations fell considerably amid a sector-wide slump the past several months, and have continued to drop in early 2022. With top drugmakers sitting on billions in cash, many industry watchers have expected a spike in acquisitions, particularly as some current top-sellers near patent expiry.
At the J.P. Morgan Healthcare Conference last week, however, a number of pharma executives struck a more measured tone, expressing more interest in "bolt-on" acquisitions instead of the large-scale buyouts. UCB's acquisition, the first of a publicly traded biotech this year, fits that profile.