Ireland-based Jazz Pharmaceuticals Plc (JAZZ.O) said it would buy Italian biotech company Gentium S.p.A. GENT.O for about $1 billion to get access to its lead product candidate, Defitelio, a drug used for the treatment of a rare liver condition.
The $57 per-share deal is at a premium of 2.4 percent over Gentium's Thursday close of $55.65 on the Nasdaq.
In October, the European Commission granted marketing authorization for Defitelio, which is the first drug approved for hepatic veno-occlusive disease (VOD), a rare condition in which some veins in the liver are blocked as a result of cancer therapy given prior to stem cell transplants.
The Commission last month granted Defitelio orphan drug designation for the prevention of graft versus host disease (GvHD), which entitles it to 10 years of marketing exclusivity in the European Union.
"Because Defitelio is already approved in the EU, the acquisition would add a new orphan product that has potential for short- and long-term revenue generation," Jazz Pharma CEO Bruce Cozadd said in a statement.
The company expects to develop Defitelio for approval in other indications such as prevention of VOD and acute GvHD, Jazz Pharma executives said on a conference call with analysts.
The deal, anticipated to close in the first quarter of 2014, is expected to add to Jazz Pharma's adjusted earnings in 2014 and beyond, the company said.
Gentium shareholders representing about 15 percent of the company's shares have agreed to tender their shares at the deal price, Jazz Pharma added.
Dublin-based Jazz Pharma said it expects to finance the deal with a combination of cash on hand, proceeds from a term loan and borrowings under its credit facility.
Barclays acted as financial adviser on the deal for Jazz Pharma and has provided commitment for a $500 million term loan. Gentium was advised by Jefferies LLC.
Jazz Pharma's shares, which closed at $114.72, were up 2 percent in extended trading. Gentium shares were up 3 percent.
(Reporting by Supantha Mukherjee and Aman Shah in Bangalore; Editing by Maju Samuel)