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 The British drugmaker, which resisted a $118 billion takeover
attempt by Pfizer in May, said it would pay an initial $875 million
and up to $1.22 billion more if the drugs meet development and sales
targets.
The tie-up boosts a key therapeutic area for AstraZeneca, whose
Chief Executive Pascal Soriot is determined to show his company has
a strong independent future.
Soriot also struck a clinical trial collaboration with Japan's Kyowa
Hakko Kirin for a study that will evaluate a combination of the two
companies' drugs in cancer - another important field for AstraZeneca.
For Almirall, the deal with AstraZeneca is a notable win, giving it
extra resources to increase its focus on dermatology. The company is
a local success story whose shares have strongly outperformed the
Spanish market in the past three years.
AstraZeneca will have the right to develop and commercialize
Almirall's existing lung drugs - including its recently launched
treatment Eklira or aclidinium - as well as its pipeline of
experimental therapies.
Almirall Sofotec, an Almirall subsidiary focused on making devices
for delivering drugs to the lungs, including the Genuair inhaler,
will also transfer to AstraZeneca.
Importantly, the deal gives AstraZeneca access to revenues from a
drug already on the market, in Eklira, helping its sales immediately
as it struggles with a wave of patent expiries on its own
blockbuster medicines.
Eklira sales are expected to reach $535 million by 2018, according
to consensus forecasts collected by Thomson Reuters, although much
of that will be sold via Actavis, which has U.S. rights to the drug
after acquiring Almirall's marketing partner Forest Laboratories.
AstraZeneca expects the transaction, which will be paid for from
existing cash reserves and using short-term credit facilities, to be
neutral to core earnings per share in 2015 and accretive from 2016.
It is set to close by the end of 2014 and will not affect
AstraZeneca's current year financial outlook.
Mick Cooper, an analyst at Edison Investment Research, said the
agreement with Almirall was a "smart deal" that would help build up
AstraZeneca's respiratory business, which is already doing well as
its Symbicort drug wins business from GlaxoSmithKline's Advair.
"Its respiratory franchise has considerable momentum at the moment
and this agreement fills in the gaps in the portfolio,” he said.
FAMILY CONTROL
Almirall said the deal would boost its earnings immediately and
shares in the Barcelona-based group, which was advised by
Rothschild, jumped 8 percent by 6:45 a.m. EDT (1045 GMT).
Some analysts expressed surprise at Almirall's decision, since
respiratory accounts for 30 percent of its sales, ahead of
dermatology, its next largest franchise with 27 percent.
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But it was always going to be difficult for it to compete against
industry heavyweights in the respiratory field, given the need for
large clinical trials and heavy marketing spend.
Instead, Almirall will now become a specialist company, focused on
dermatology, and is likely to seek small acquisitions and licensing
deals to build up this remaining business, according to one person
familiar with the firm's thinking.
Despite a wave of takeovers now sweeping the pharmaceuticals sector,
Almirall is unlikely to become a takeover target any time soon,
since it is two-thirds owned by the Gallardo family, which is keen
to retain control.
Analysts at Jefferies said AstraZeneca's decision to buy the entire
respiratory franchise wiped out concerns about Almirall's so-called
LAMA/LABA lung drug combination in the United States, where
regulators have asked for more clinical trial data.
AstraZeneca shares were 1 percent higher, outperforming a 0.5
percent gain in the European drugs sector.
It positions AstraZeneca more strongly in a battle to develop
next-generation treatments for asthma and chronic lung disease
caused by smoking, where it is up against big-hitting rivals like
GSK and Novartis.
AstraZeneca already raised its bet on respiratory medicine last year
by buying U.S.-based Pearl Therapeutics for up to $1.15 billion.
The two companies said a "significant" number of Almirall employees
would transfer to AstraZeneca.
AstraZeneca will report second-quarter results on Thursday, when it
will seek to prove its financial resilience after its decision to
reject Pfizer's takeover advances.
Pfizer on Tuesday left investors guessing whether it would renew its
pursuit of its British rival, as it presented results, but said it
was still considering big deals.
(Additional reporting by Anjuli Davies; Editing by Tom Pfeiffer and
Jane Merriman)
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