Pfizer has agreed to acquire Biohaven Pharmaceuticals, a bio/pharmaceutical company with lead assets for treating migraines, for approximately $11.6 billion.

The pending acquisition follows the completion of a $1.24-billion licensing deal in January (January 2022) first announced by the two companies last November (November 2021) for the commercialization outside of the US of two migraine drugs, rimegepant, and zavegepant. Under that deal, Pizer made an upfront payment of $500 million in Biohaven and took a 3% equity stake in Biohaven with Biohaven eligible to receive up to an additional $740 million in potential milestones.

In addition to rimegepant and zavegepant, the pending acquisition includes five preclinical assets. Rimegepant is approved as Nurtec ODT in the US and Vydura in the European Union. Nurtec ODT (rimegepant) posted 2021 net revenues of $462.5 million. Rimegepant is approved for the acute and preventive treatment of migraines. It was first approved in the US in 2020 for the acute treatment of migraines and as a preventive treatment in 2021 and for both indications in the EU in April 2022. A new drug application for zavegepant, an intranasal spray for the acute treatment of migraines, was submitted to the US Food and Drug Administration in March 2022; an oral softgel for chronic migraine prevention is under development. Rimegepant, zavegepant, and the five preclinical programs are all calcitonin gene-related peptide (CGRP) drugs.

Under the proposed acquisition, Pfizer will acquire all outstanding shares of Biohaven not already owned by Pfizer for $148.50 per share in cash or approximately $11.6 billion. Biohaven common shareholders, including Pfizer, will also receive 0.5 share of New Biohaven, a new publicly traded company that will retain Biohaven’s non-CGRP development-stage pipeline compounds, per Biohaven common share. In addition to its purchase price, Pfizer will also make payments at closing to settle Biohaven’s third-party debt and for the redemption of all outstanding shares of Biohaven’s redeemable preferred stock. At distribution, New Biohaven will be capitalized with $275 million in cash and will also have the right to receive tiered royalties from Pfizer on any annual net sales of rimegepant and zavegepant in the US in excess of $5.25 billion.

Closing of the acquisition is subject to the completion of the New Biohaven spin-off transaction and other customary closing conditions. The companies expect the transaction to close by early 2023. Following closing, New Biohaven will continue to operate under the Biohaven name. New Biohaven will be led by Vlad Coric, MD, as Chairman and CEO, and include other members of the current management team of Biohaven.

Source: Pfizer and Biohaven Pharmaceuticals