Astellas has agreed to acquire Audentes Therapeutics, a San Francisco, California-based adeno-associated virus (AAV)-clinical stage gene-therapy company that focuses on rare neuromuscular diseases, for a total equity value of approximately $3 billion.

Under the agreement, which has been unanimously approved by the Boards of Directors of both companies, Astellas will acquire Audentes for $60.00 per share in cash. Upon successful completion of the tender offer, Astellas’ subsidiary, Asilomar Acquisition Corporation, will be merged into Audentes, and any remaining shares of common stock of Audentes will be canceled and converted into the right to receive the same $60.00 per share price. The Board of Directors of Audentes has resolved to recommend that Audentes stockholders tender their shares to Astellas. Astellas is reviewing the impact of completing the transaction on its financial results for the fiscal year ending March 31, 2020.

With the acquisition, Astellas will have access to AT132, Audentes’ lead program for the treatment of X-linked myotubular myopathy, a rare neuromuscular disease that is characterized by extreme muscle weakness, respiratory failure, and early death. The acquisition will combine Astellas’ scientific capabilities and global resources with Audentes’ AAV gene therapy technology platform, in-house large-scale cGMP manufacturing, and neuromuscular development expertise. The acquisition also creates for Astellas the opportunity for additional gene-therapy partnerships and pipeline expansion by leveraging Audentes’ manufacturing capabilities and relationships with patient groups, academic collaborators and scientific advisors. The acquisition further adds a fifth primary area, genetic regulation, as part of its R&D focus with gene therapy viewed as a key driver of future growth. Astellas currently has four primary focus areas: urology, immunology (transplantation), cardiology, and infectious disease.

Transaction Details

The transaction is subject to customary closing conditions, including US antitrust clearance and the tender of a majority of Audentes’ outstanding shares of common stock. The all-cash transaction is valued at approximately $3 billion, including the purchase of all common shares, options, restricted stock units and other securities. The tender offer period is expected to begin in the next few weeks (as of the press announcement made on December 20, 2019) and to expire 20 business days after its commencement, unless otherwise extended.

Source: Astellas, Audentes Therapeutics