BioMarin and Prosensa Holding N.V. Reach Agreement on Intended Public Offer for 100% of Prosensa’s Outstanding Stock; Will Add Duchenne Muscular Dystrophy Products to Rare-Disease Portfolio

 Acquisition of Prosensa pro­vides near-term oppor­tu­ni­ty to com­mer­cial­ize, if approved, its exon-skip­ping drug can­di­date, dris­apersen, for Duchenne mus­cu­lar dys­tro­phy (DMD)
 Drisapersen is cur­rent­ly under a rolling review as part of a New Drug Application process and has Orphan, Fast Track and Breakthrough Therapy des­ig­na­tion by the FDA
 Drisapersen, a poten­tial first-to-mar­ket and best-in-class prod­uct for treat­ing a large pop­u­la­tion of patients with a rare, fatal genet­ic dis­ease rep­re­sents up to 10,000 DMD patients
 Follow-on prod­ucts lever­ag­ing Prosensa’s same tech­nol­o­gy plat­form in the pipeline tar­get an addi­tion­al 35,000 DMD patients in BioMarin’s com­mer­cial ter­ri­to­ries
 Investor con­fer­ence call to be held today, November 24, 2014 at 5am PST (8am EST)

SAN RAFAEL, Calif., November 24, 2014 — BioMarin Pharmaceutical Inc. (NASDAQ: BMRN) and Prosensa Holding N.V. (NASDAQ: RNA) today announced that they have entered into a defin­i­tive agree­ment in which BioMarin will offer to pur­chase all of the out­stand­ing ordi­nary shares of Prosensa for $17.75 per share, for a total up front con­sid­er­a­tion of approx­i­mate­ly $680 mil­lion. In addi­tion, two approx­i­mate­ly $80 mil­lion con­tin­gent mile­stones are payable for the approval of dris­apersen in the U.S. no lat­er than May 15, 2016 and Europe no lat­er than February 15, 2017, respec­tive­ly. “BioMarin is ded­i­cat­ed to the rare dis­ease com­mu­ni­ty, and the acqui­si­tion of Prosensa fits strate­gi­cal­ly with our mis­sion of deliv­er­ing ther­a­pies that address seri­ous unmet med­ical needs,” said Jean-Jacques Bienaimé, Chief Executive Officer of BioMarin. “We are com­mit­ted to work­ing close­ly with reg­u­la­to­ry author­i­ties world­wide in bring­ing a poten­tial­ly break­through ther­a­py to patients with this dev­as­tat­ing con­di­tion.”
Mr. Bienaimé con­tin­ued, “We will lever­age our expe­ri­ence at devel­op­ing rare dis­ease ther­a­pies to achieve reg­u­la­to­ry approvals and bring dris­apersen to mar­ket as quick­ly as pos­si­ble. Further, if we are suc­cess­ful in advanc­ing dris­apersen to ear­ly reg­u­la­to­ry approvals, we believe this trans­ac­tion would be accre­tive to oper­at­ing and GAAP prof­itabil­i­ty in 2017.”
Pat Furlong, President and Founder of Parent Project Muscular Dystrophy said, “BioMarin has a suc­cess­ful track record of devel­op­ing new ther­a­pies for peo­ple with dev­as­tat­ing dis­or­ders and for effec­tive­ly col­lab­o­rat­ing with health author­i­ties and patient com­mu­ni­ties. We look for­ward to work­ing with BioMarin to bring new treat­ments to boys with Duchenne and oth­er forms of mus­cu­lar dys­tro­phy.”
Under the terms of the defin­i­tive agree­ment, BioMarin will offer to acquire all of Prosensa’s issued and out­stand­ing ordi­nary shares and all ordi­nary share equiv­a­lents in an all cash trans­ac­tion for $17.75 per share for an upfront pur­chase price of approx­i­mate­ly $680 mil­lion. Prosensa share­hold­ers may also receive two reg­u­la­to­ry mile­stone pay­ments of approx­i­mate­ly $80 mil­lion for receiv­ing approval in the U.S. no lat­er than May 15, 2016 and in Europe no lat­er than February 15, 2017, respec­tive­ly. In addi­tion, with­in 5 busi­ness days of sign­ing the pur­chase agree­ment BioMarin will pur­chase from Prosensa a $50 mil­lion con­vert­ible note. If the trans­ac­tion fails to close for any rea­son, the note will auto­mat­i­cal­ly con­vert into 4,395,914 shares of Prosensa’s stock.The trans­ac­tion is expect­ed to be account­ed for as a busi­ness com­bi­na­tion. BioMarin will main­tain oper­a­tions at Prosensa’s head­quar­ters, based in Leiden, The Netherlands and inte­grate Prosensa per­son­nel from that office.
The acqui­si­tion will pro­vide BioMarin with world­wide rights to mul­ti­ple orphan-drug can­di­dates, includ­ing dris­apersen, which is cur­rent­ly under rolling review as part of a New Drug Application (NDA) with the Food and Drug Administration. Prosensa’s pipeline is com­prised of sev­er­al poten­tial prod­ucts that lever­age their pro­pri­etary RNA-mod­u­lat­ing tech­nol­o­gy plat­form for the treat­ment of var­i­ous geno­types of Duchenne mus­cu­lar dys­tro­phy and oth­er genet­ic disorders.Hans Schikan, Chief Executive Officer of Prosensa added, “BioMarin has estab­lished itself as a leader in rare dis­eases, char­ac­ter­ized by strong man­age­ment, thor­ough exe­cu­tion, and a resound­ing com­mit­ment to patients in devel­op­ing and com­mer­cial­iz­ing treat­ments where there is a high unmet med­ical need. This trans­ac­tion will enhance Prosensa’s mis­sion by bring­ing inno­v­a­tive ther­a­pies to patients across the world as quick­ly and effi­cient­ly as pos­si­ble. The deal also cre­ates share­hold­er val­ue by posi­tion­ing Prosensa’s strong port­fo­lio of orphan drug can­di­dates for future suc­cess with a promi­nent rare dis­ease com­pa­ny that has the expe­ri­ence and ded­i­ca­tion to bring dris­apersen and our fol­low-on com­pounds to the hands of patients who des­per­ate­ly need them.”BioMarin will effect the trans­ac­tion pri­mar­i­ly through a ten­der offer for all of the issued and out­stand­ing Prosensa ordi­nary shares (the “Offer”) and expect to close in the first quar­ter of 2015. The com­mence­ment of the Offer will be sub­ject to hav­ing obtained work­ers coun­cil advice, and the con­sum­ma­tion of the Offer is sub­ject to the sat­is­fac­tion of cus­tom­ary clos­ing con­di­tions for a trans­ac­tion of this nature, includ­ing the ten­der of at least 80% of the issued and out­stand­ing Prosensa ordi­nary shares and the receipt of reg­u­la­to­ry clear­ance. Following com­ple­tion of the Offer, the Supervisory Board of Prosensa will con­sist of five indi­vid­u­als des­ig­nat­ed by BioMarin and two indi­vid­u­als who cur­rent­ly serve on the Supervisory Board of Prosensa, who will act as inde­pen­dent direc­tors. The two inde­pen­dent direc­tors will, in accor­dance with Dutch prac­tice, act as inde­pen­dent super­vi­so­ry direc­tors to pro­tect the inter­est of any minor­i­ty share­hold­ers until BioMarin uti­lizes cer­tain avail­able reor­ga­ni­za­tion struc­tures avail­able under Dutch law to acquire full own­er­ship of Prosensa’s out­stand­ing shares and/or its busi­ness. An Extraordinary General Meeting will be con­vened in con­nec­tion with the Offer and to adopt, among oth­er things, cer­tain res­o­lu­tions relat­ing to the reor­ga­ni­za­tion of Prosensa.

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