Novo Nordisk to Acquire Dicerna Pharmaceuticals Including the RNAi Research Technology Platform
Novo Nordisk today announced that it has entered into a definitive agreement to acquire Dicerna Pharmaceuticals (Dicerna). The acquisition of Dicerna’s ribonucleic acid interference (RNAi) platform is a strategic addition to Novo Nordisk’s existing research technology platforms and supports the strategy of using a broad range of technology platforms applicable across all Novo Nordisk’s therapeutic focus areas.
Dicerna is a publicly held company focusing on RNAi-based therapeutics. Using its proprietary GalXC™ and GalXC-Plus™ RNAi technologies, Dicerna develops RNAi-based therapies to selectively silence genes that cause or contribute to disease. Dicerna’s RNAi technology platform enables access to intracellular disease targets across hepatic and extrahepatic cell and tissue types.
In 2019, Novo Nordisk entered a research collaboration with Dicerna to discover and develop RNAi therapies using Dicerna’s proprietary GalXC™ RNAi platform technology. The collaboration between Novo Nordisk and Dicerna encompassed the exploration of more than 30 liver cell targets with the potential to deliver multiple clinical candidates for disorders including non-alcoholic steatohepatitis (NASH), type 2 diabetes, obesity and rare diseases. Novo Nordisk expects to initiate clinical development with the first target in 2022.
Under the terms of the agreement, Novo Nordisk will commence a cash tender offer to acquire all outstanding shares of Dicerna common stock for USD 38.25 per share in cash for a total equity value of approximately USD 3.3 billion.
The transaction will not impact Novo Nordisk’s previously communicated operating profit outlook for 2021 or the ongoing share buyback programme. The transaction will mainly be debt financed.
The acquisition will lead to an increase in research and development costs, with an estimated negative impact on operating profit growth in 2022 of around 3% due to higher operating costs and amortisations of intangible assets.
“The acquisition of Dicerna accelerates Novo Nordisk’s research within RNAi and expands the usage of the RNAi technology,” said Marcus Schindler, PhD, professor, executive vice president and chief scientific officer of Novo Nordisk. “We build on our successful collaboration and by combining Dicerna’s state-of-the-art RNAi drug engine and intracellular delivery with our deep capabilities in disease biology understanding and tissue targeting through peptides and proteins we have the potential to expand our pipeline and deliver life-changing precision medicines for people living with chronic diseases such as diabetes, obesity, cardiovascular disease and NASH as well as rare diseases like endocrine disorders and bleeding disorders”.
“Since the start of our collaboration two years ago, the Dicerna and Novo Nordisk teams have established a strong rapport built on a foundation of mutual respect for one another’s capabilities, culture and expertise,” said Douglas Fambrough, PhD, founder, president and chief executive officer of Dicerna. “The combination of Dicerna’s expertise in RNAi and oligonucleotide therapeutics and highly skilled employees with Novo Nordisk’s industry leadership in developing and commercialising medicines to treat serious chronic diseases, has the potential to significantly accelerate and expand our mission to deliver GalXC RNAi therapies for the benefit of patients and all our stakeholders”.
Under the terms of the acquisition agreement, Novo Nordisk will initiate a tender offer to acquire all outstanding shares of Dicerna. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing a majority of Dicerna’s outstanding shares, receipt of applicable regulatory approvals and other customary conditions. Upon the successful completion of the tender offer, Novo Nordisk’s acquisition subsidiary will merge into Dicerna, and any shares of common stock of Dicerna not tendered into the offer will receive the same USD per share price payable in the tender offer. The transaction is expected to close in the fourth quarter of 2021.
Novo Nordisk is represented by Evercore as financial advisor and Davis Polk & Wardwell LLP as legal advisor.
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