Alexion to pay as much as $1.08 billion to buy Enobia

Posted 12/29/11

SAN FRANCISCO - Alexion Pharmaceuticals Inc., the maker of a drug for a rare blood disease, agreed to acquire closely held Enobia Pharma Corp. for as much as $1.08 billion, adding experimental treatments for genetic metabolic disorders.

Alexion will pay $610 million in cash upfront for Enobia, and as much as $470 million in addition if certain regulatory and sales goals are achieved, the Cheshire, Conn.-based company said Wednesday in a statement. The companies said they expect the deal to close in the first quarter of 2012.

Montreal-based Enobia’s main drug, asfotase alfa, seeks to treat patients with hypophosphatasia, which causes skeletal deformity, severe muscle weakness and organ damage. The therapy is currently in the second of three trials typically required for U.S. regulatory approval. No treatments are approved for the rare life-threatening disease.

“The Phase 2 data are very strong,” Irving Adler, a spokesman for Alexion, said in an interview. The results of previous trials “are both highly encouraging.”

In September, the Food and Drug Administration cleared Alexion’s Soliris, chemically known as eculizumab, for atypical hemolytic uremic syndrome, a rare genetic blood disease that progressively damages vital organs.

Alexion will pay for the deal with cash on hand and $300 million in bank debt. The company had $445 million in cash and short-term investments as of Sept. 30, according to data compiled by Bloomberg. Alexion said it will provide a 2012 forecast in February, including one-time expenses related to the acquisition.

The company’s shares declined less than 1 percent to $70.92 at the close in New York before the deal was announced and have increased 76 percent this year.

Goldman Sachs & Co. is acting as Alexion’s financial adviser, and Ropes & Gray LLP as its legal counsel. Bank of America Merrill Lynch is financial adviser to Enobia, and WilmerHale is acting as its legal adviser.

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