Angelini Aims for CNS Dominance with Arvelle Therapeutics Acquisition

Italian healthcare company Angelini Pharma announced on January 4^th, that it would buy Swiss-based private equity-backed Arvelle Therapeutics. This all-cash transaction of $960 million ($610 million upfront and $350 million with milestones) is the biggest acquisition ever for the 100-year-old privately-held Italian group. “It’s the most important investment in the history of our Group,” commented Thea Paola Angelini and Sergio Marullo of Condojanni

This deal is being facilitated by Centerview Partners UK LLP as a financial advisor, with Sidley Austin LLP and NautaDutilh acting as legal counsel to Arvelle. On the other side of the table, Angelini Pharma, White & Case (Europe) LLP is acting as legal counsel, with the support of KPMG for the due diligence Tax & Accounting.

SK biopharmaceuticals, a publicly-traded South Korean pharma firm, has agreed to sell its 12% stake in Arvelle as part of this deal. It will continue to receive all payments due under a 2019 license agreement with Arvelle, giving the Swiss firm marketing rights to their drug Cenobamate. The Korean company said Monday that it expects to generate $55 million of revenue as a result of the deal.

SK is not the only company that had Arvelle. The firm’s investors include NovaQuest Capital Management, BRV Capital Management, Andera Partners, and KB Investments.

The Technology

Since its founding in 2019, Arvelle has focused on bringing cenobamate to the European market. It is already approved by the FDA as an anti-seizure medication (ASM) for the treatment of partial-onset (focal-onset) seizures in adults and is available under the brand name XCOPRI® (cenobamate tablets) CV.

The company has worked in close collaboration with the European regulators to advance the marketing authorization application (MAA). Cenobamate is a Promising Innovative Medicine by the UK’s MHRA to treat drug-resistant focal-onset seizures in adults.

Cenobamate is a small molecule with a unique dual complementary mechanism of action. It acts by positively modulating the γ-aminobutyric acid (GABAA) ion channel and inhibiting voltage-gated sodium currents. Key study findings documented cenobamate’s clinical efficacy by showing a significantly greater reduction in median seizure frequency and more patients achieving a 50% or greater reduction in seizure frequency compared to the placebo group.

All Cash Deal

“We are delighted to start a new working relationship with Angelini Pharma that will enable all of us to move a step forward in launching cenobamate in Europe as we have promised to the epilepsy community,” said Dr. Jeong Woo Cho, CEO of SK Biopharmaceuticals.

Following Arvelle Therapeutics’ acquisition, Angelini Pharma will have the exclusive license to commercialize cenobamate in the European Union and other countries in the European Economic Area (Switzerland and the United Kingdom). Angelini plans to launch cenobamate after receiving approval from the European Medicines Agency (EMA), which is expected in 2021.

An all-cash deal like Angelini’s has the benefits of increased speed and less red tape than that which would normally come from non-cash financing of the deal. In an acquisition, if the acquiring firm does not want the target firm to own stock or have voting rights, it can offer cash rather than an exchange of equity. This approach makes a lot of sense if the acquiring firm already has a definite plan for the purchase that it doesn’t want the acquired firm to interfere in.

This strategy also lines up with Angelini’s statement indicating that it intends to open direct subsidiaries in France, Britain, the Nordics, and Switzerland by 2022 and that SK will still have a financial relationship with Arvelle. It is likely that since Angelini went for an all-cash deal, it has strong faith in the ability of Cenobamate to be worth the investment and a strong interest in carrying out the plan that its management has in mind.

By Eduardo Longoria

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References

1. https://www.angelinipharma.com/media/press-releases/angelini-pharma-acquires-arvelle-therapeutics/

Author

Eduardo Longoria