Sucampo Pharmaceuticals, Inc. Acquires Sucampo AG to Strengthen Its Prostone Intellectual Property Portfolio
Acquisition Advances SPI Toward Goal of Becoming a Global, Fully Integrated Biopharmaceutical Company
Company to Sponsor Conference Call to Discuss Acquisition
BETHESDA, Md.--(BUSINESS WIRE)--Dec 29, 2010 - Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) today announced the acquisition of Sucampo AG (SAG), a Swiss–based patent-holding company and its wholly-owned subsidiary, Sucampo AG Japan (SAGJ), a patent maintenance company, from Ryuji Ueno, M.D., Ph.D., Ph.D., and Sachiko Kuno, Ph.D., co-founders and majority shareholders of Sucampo Pharmaceuticals, Inc. (SPI).
The acquisition enables SPI to secure control and ownership of the patents and other intellectual property underlying SPI's current and future prostone products including Amitiza®, cobiprostone, SPI-017, and other compounds. It also eliminates future royalty and milestone payment obligations to third-party companies outside of SPI and its wholly-owned subsidiaries, and removes certain mandatory funding requirements for the development of early-stage compounds that would otherwise be needed to maintain rights to the promising drug candidates generated by the prostone technology platform.
The total purchase price is $80.0 million, consisting of a cash payment of $28.1 million at closing, and a 7-year subordinated unsecured promissory note of $51.9 million. In addition, the purchase price will be increased by an amount equal to 15%, up to a maximum of $40.0 million, of any cash that may be received by SPI in connection with the current arbitration proceedings initiated by SPI against Takeda Pharmaceutical Company Limited. Besides SAG's intellectual property rights, SPI acquires about $26.2 million in net assets at SAG consisting mainly of cash. Net cash out-flow upon signing of the acquisition was therefore $1.9 million and as a result, management does not expect any significant financial impact on SPI's operations or future initiatives.
Anthony Celeste, SPI's lead independent director, said, “In addition to the control and ownership of the intellectual property underlying the company's products and pipeline candidates, the acquisition advances SPI toward its goal of becoming a global, fully integrated biopharmaceutical company, simplifies our company's organization and certain of its operations, and further aligns the interests our company with those of its co-founders and majority shareholders.”
Ryuji Ueno, M.D., Ph.D., Ph.D., Chairman and Chief Executive Officer of SPI, and Sachiko Kuno, Ph.D., International Advisor, Business Development and a member of SPI's board of directors, said, “We are pleased to consolidate the prostone intellectual property within SPI, which will increase efficiencies within our organization.”
Pursuant to SPI's Related Person's Transaction Policy, SPI's Audit Committee, which consists of all independent directors, reviewed and approved the transaction. Manatt, Phelps & Phillips, LLP served as special counsel to the Audit Committee and Houlihan Lokey served as financial advisor to the Audit Committee.
Company to Host Conference Call Wednesday, January 5, 2011
In conjunction with today's announcement, Sucampo will host a conference call on Wednesday, January 5, 2011, at 11:00 am Eastern. To participate on the live call, please dial 866-383-8003 (domestic) or 617-597-5330 (international), and provide the participant passcode 39335776, five to ten minutes ahead of the start of the call. A replay of the call will be available within a few hours after the call ends. Investors may listen to the replay by dialing 888-286-8010 (domestic) or 617-801-6888 (international), with the passcode 70554552.
A live and archived audio webcast of the call will be available via the "For Investors" page of the Sucampo Pharmaceuticals website, www.sucampo.com. Please dial in or log on through Sucampo Pharmaceuticals' website approximately 10 minutes prior to the scheduled start time.
About Sucampo Pharmaceuticals, Inc.
Sucampo Pharmaceuticals, Inc., an international biopharmaceutical company based in Bethesda, Maryland, focuses on the development and commercialization of medicines based on prostones. The therapeutic potential of prostones, which occur naturally in the human body as a result of enzymatic (15-PGDH) transformation of certain fatty acids, was first identified by Ryuji Ueno, M.D., Ph.D., Ph.D., Sucampo Pharmaceuticals' Chairman and Chief Executive Officer. Dr. Ueno founded Sucampo Pharmaceuticals in 1996 with Sachiko Kuno, Ph.D., founding Chief Executive Officer and currently Advisor, International Business Development and a member of the Board of Directors. For more information about Sucampo Pharmaceuticals, please visit www.sucampo.com.
Amitiza is a registered trademark of Sucampo Pharmaceuticals, Inc.
Sucampo Forward-Looking Statement
Any statements in this press release about future expectations, plans and prospects for Sucampo Pharmaceuticals are forward-looking statements made under the provisions of The Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the words “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” ”may” or other similar expressions. Forward-looking statements include statements about the potential utility of Amitiza and Rescula to treat particular indications and expected data availability dates. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including those described in Sucampo Pharmaceuticals' filings with the Securities and Exchange Commission (SEC), including the annual report on Form 10-K for the year ended December 31, 2009 and other periodic reports filed with the SEC. Any forward-looking statements in this press release represent Sucampo Pharmaceuticals' views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. Sucampo Pharmaceuticals anticipates that subsequent events and developments will cause its views to change. However, while Sucampo Pharmaceuticals may elect to update these forward-looking statements publicly at some point in the future, Sucampo Pharmaceuticals specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
Posted: December 2010