(Adds details, quotes, share prices, byline)
By Ransdell Pierson
NEW YORK Feb 20 Pfizer Inc (PFE.N) on
Wednesday said it has agreed to pay about $195 million to
acquire Encysive Pharmaceuticals Inc ENCY.O and its Thelin
lung-disorder medicine that has repeatedly failed to win U.S.
Pfizer, which badly needs new medicines to offset sales
declines for its drugs facing generic competition, said it will
make a cash offer for all Encysive shares at $2.35 apiece, for
an equity value of $195 million. That is more than double
Encysive's closing share price on Tuesday of $1.08.
Pfizer said it has also agreed to assume Encysive's change
of control repurchase obligations under its 2.5 percent
convertible senior notes.
The U.S. Food and Drug Administration has issued three
approvable letters for Thelin, which is used to treat pulmonary
arterial hypertension, without allowing it to come to market.
The often-fatal condition is characterized by very high
blood pressure in the arteries between the lungs and heart and
is estimated to affect about 100,000 people in North America
"Pfizer plans to conduct a pivotal Phase III trial to
support registration in the U.S." of Thelin, Pfizer said in its
release, noting that the drug is already approved in the
European Union, Australia and Canada.
Thelin is a once-daily pill that works through a different
mechanism than Pfizer's own approved Revatio treatment for
pulmonary arterial hypertension.
The Encysive drug blocks receptors to the protein
endothelin that causes a tightening of blood vessels.
Revatio, which has the same active ingredient as Pfizer's
widely used Viagra anti-impotence treatment, relaxes smooth
muscle cells lining blood vessels and thereby improves blood
flow to particular areas of the body.
"The acquisition of Encysive will add growing, near-term
revenue from the European market and increase our already
strong presence in the cardio-respiratory arena with a product
that complements Revatio," said Ian Read, Pfizer's president of
Shares of Swiss drugmaker Actelion ATLN.VX, whose
marketed Tracleer drug is a rival treatment for the lung
condition, fell as much as much as 3.3 percent after Pfizer
announced its intention to buy Encysive.
"Actelion is coming off on this because (the) market was
speculating Pfizer could bid for Actelion and one might see
Pfizer's marketing power as a threat to Tracleer," one trader
Pfizer shares were little changed in morning trading on the
New York Stock Exchange, amid a moderate downturn for the drug
sector. Encysive shares soared 110 percent, or $1.19, to $2.27,
on the Nasdaq.
(Additional reporting by Sam Cage in Zurich; Editing by