Pfizer And Anacor Pharmaceuticals Boards Vote Unanimously For Merger

In a joint statement, it was announced that Pfizer (NYSE: PFE) will acquire Anacor Pharmaceuticals (NASDAQ: ANAC) for $5.2 billion. Under the terms of the agreement, a subsidiary of Pfizer will acquire Anacor for $99.25 a share in cash. Pfizer plans to finance the transaction through existing cash on its balance sheet. The transaction was approved unanimously by the board of directors of both companies.

The equity value of the deal is $4.45 billion, based on 44.87 million Anacor’s outstanding fully diluted shares as of March 31, according to Thomson Reuters data. The closing of the tender offer is subject to customary closing conditions, including U.S. antitrust clearance and the tender of a majority of the outstanding shares of Anacor common stock. Pfizer will acquire any shares of Anacor that are not tendered into the offer through a second-step merger, to be completed promptly following the closing of the tender offer.

Pfizer expects to complete the acquisition in the third quarter of 2016. The company does not expect the transaction to impact its current 2016 financial guidance. Earlier this month, Pfizer reported earnings of 67 cents a share in the first quarter of 2016, higher than analysts’ estimates of 55 cents a share. Revenue for the quarter was $13.01 billion, 20 percent higher than the $18.86 billion in revenue reported in the same quarter of the previous year.

Anacor, based in Palo Alto, Calif., has developed a non-steroidal topical gel, crisaborole, for the treatment of mild to moderate eczema, also known as atopic dermatitis. Atopic dermatitis is a common, relapsing, chronic, inflammatory skin disorder, characterized by inflammation and itching. Symptoms last up to 14 days, or even longer in severe cases, and often occur in the folds of the skin. It is estimated that 18 to 25 million people in the United States suffer from the condition.

In both of its Phase 3 pivotal studies, crisaborole achieved statistically significant results on all primary and secondary endpoints. The product is currently under review by the Food and Drug Administration after the acceptance of Anacor’s New Drug Application seeking approval of crisaborole in March 2016. The goal date for the completion of the FDA’s review is January 7, 2017. There have been no new molecular entities approved for atopic dermatitis in the last 15 years.