Sucampo Pharmaceuticals, Inc., a biopharmaceutical company based in Bethesda, Maryland, has launched an all-cash tender offer and separate share purchase agreement to acquire R-Tech Ueno, a Japanse pharmaceutical for $278 million, inclusive of approximately $54 million in cash and 2.5 million Sucampo shares (5.5% of shares outstanding), held by R-Tech Ueno.

R-Tech Ueno is a Japanese pharmaceutical company that manufactures Amitza (lubiprostone) for Sucampo and Sucampo’s commercialization partners, Takeda Pharmaceuticals, Mylan N.V., and Harbin Gloria Pharmaceuticals. Amitza is a drug for treating chronic constipation in adults and constipation caused by opioid medicines in adults with chronic, non-cancer pain. R-Tech Ueno also receives revenue from sales of Rescula (unoprostone isopropyl) in Japan. In addition, the company has a pipeline of drug candidates in various stages of development in gastroenterology, ophthalmology, autoimmune and inflammatory diseases, and oncology.

In the tender offer, which has been unanimously approved by the board of directors of both companies, Sucampo’s Japanese subsidiary Sucampo Pharma, LLC will offer JPY 1,900 per share in cash for the shares of R-Tech Ueno. The tender offer will be conducted in Japan under a tender offer registration statement filed with the Kanto Local Finance Bureau in accordance with applicable Japanese law. Sucampo is expecting to acquire 56% of the outstanding shares of R-Tech Ueno in the tender offer. Separately, Sucampo has entered into agreement with R-Tech Ueno’s founders and a related entity to acquire the remaining 44% of R-Tech Ueno shares for JPY 1,400 per share; the closing of this share purchase is conditioned on the closing of the tender offer. The tender offer period is expected to end on October 13, 2015, assuming the tender offer achieves the minimum acceptance threshold, regulatory approvals and other customary conditions, subject to our right to extend the offer. Following completion of the tender offer and the closing of the share purchase agreement with the founders, Sucampo will acquire all remaining outstanding shares of R-Tech Ueno not acquired through the tender offer through a squeeze-out process. The squeeze out process may take up to 13 weeks to complete. The aggregate acquisition price of R-Tech Ueno will be approximately $278 million. Sucampo expects to close the acquisition in the fourth quarter of 2015.

Source: Sucampo Pharmaceuticals