Arbor Pharmaceuticals, a specialty pharmaceutical company based in Atlanta, Georgia, has agreed to acquire the biopharmaceutical company, XenoPort, for $7.03 per share in cash, or a total equity value of approximately $467 million.

Under the terms of the agreement, Arbor will commence a tender offer to purchase all of the outstanding shares of XenoPort for $7.03 per share. Following the closing of the tender offer, the agreement provides for the parties to effect, as promptly as practicable, a merger that would result in all shares not tendered in the tender offer being converted into the right to receive $7.03 per share in cash. The transaction, which has been unanimously approved by both the Arbor board of directors and the XenoPort board of directors, is expected to close in the third quarter of 2016.

Closing of the tender offer and merger is subject to certain customary conditions, including the tender of more than 50 percent of all outstanding shares of XenoPort. The transaction is also subject to review by the US government under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, as amended, and other customary closing conditions.

XenoPort is focused on commercializing Horizant (gabapentin enacarbiin), a drug to treat restless leg syndrome, in the United States. XenoPort has entered into a clinical trial agreement with the National Institute on Alcohol Abuse and Alcoholism (NIAAA) under which the NIAAA has initiated a clinical trial evaluating Horizant as a potential treatment for patients with alcohol use disorder. Regnite (gabapentin enacarbil) extended-release rablets is being marketed in Japan by Astellas Pharma Inc. XenoPort has granted exclusive world-wide rights for the development and commercialization of its clinical-stage oral product candidate, arbaclofen placarbil, to Indivior PLC for all indications. It has granted exclusive US rights for the development and commercialization of its clinical-stage oral product candidate, XP23829, to Dr. Reddy's Laboratories. XenoPort's other clinical-stage product candidate, XP21279, is a prodrug of levodopa that is a potential treatment for patients with idiopathic Parkinson's disease.

Source: Arbor Pharmaceuticals