NOVEN
COMPLETES ACQUISITION OF JDS PHARMACEUTICALS |
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Acquisition Expands
Business Model and Broadens New Product Pipeline
Phillip M. Satow,
JDS CEO and Co-Founder, Appointed to Noven Board of Directors
Miami, FL, August
15, 2007 -- Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) today announced
that it has completed the previously-announced acquisition of JDS Pharmaceuticals,
LLC. JDS is a specialty pharmaceutical company that currently markets
two branded prescription psychiatry products through a targeted sales
force and is advancing a significant pipeline of high-potential products
in psychiatry and women’s
health.
Noven also announced that industry veteran Phillip M. Satow,
JDS’s Chief Executive Officer and co-founder, was appointed to
Noven’s Board of Directors, effective upon closing of the transaction.
Expanding
Noven’s Capabilities & Pipeline
“We are confident
that the acquisition of JDS will significantly increase our growth
rate and sales and earnings potential over the longer term, and will
greatly improve the visibility of our pipeline and financial goals,” said
Robert C. Strauss, Noven’s President, CEO & Chairman.
“The
acquisition builds upon our existing strengths and capabilities by
adding the infrastructure, products and category expertise necessary
to market and sell products ourselves,” said Strauss. “It
also significantly expands our pipeline opportunities. The JDS pipeline
has the potential to result in the launch of one new product a year
for each of the next four years, including what we expect will be the
industry’s first once-daily lithium product (Lithium QD), and
a women’s health product (Mesafem™) that fits perfectly
with Noven’s existing expertise in menopausal therapy. We also
have an opportunity to leverage the JDS sales infrastructure by gaining
access to other psychiatry products that complement the existing JDS
psychiatry portfolio.”
The acquisition provides Noven with substantial
immediate, mid-term and long-term benefits, including:
• |
A
self-supporting, leveragable marketing/sales infrastructure,
with two high-margin marketed products (Pexeva® and
Lithobid®)
and substantial expertise in the psychiatry category; |
• |
A
next-generation psychiatry pipeline that includes one pending New
Drug Application (Stavzor™) and one product in Phase 3 trials
(Lithium QD); |
• |
A
non-hormonal product (Mesafem™) entering Phase 3 for vasomotor
symptoms (hot flashes/night sweats) associated with menopause that
is highly complementary with Noven’s expertise in women’s
health; and |
• |
Substantially
greater sales and gross margin potential, and greater control over
the success of its products. |
JDS’s commercialized
and developmental product opportunities consist of:
| Product |
Indication |
Status |
Estimated
Launch
Year |
Lithobid®
(lithium
carbonate) |
Bipolar
disorder |
Marketed
in the U.S. |
Launched |
Pexeva®
(paroxetine
mesylate) |
Depression,
panic disorder, OCD & GAD
|
Marketed
in the U.S. |
Launched |
Stavzor™
(valproic
acid softgel) |
Bipolar
disorder, migraine
& epilepsy |
NDA filed;
October 2007 PDUFA date |
2008 |
Lithium
QD
(once-daily
lithium) |
Bipolar
disorder |
Phase
3 |
2009 |
Stavzor™ ER
(extended
release valproic
acid softgel) |
Bipolar
disorder, migraine
& epilepsy |
Pre-clinical |
2010 |
Mesafem™
(low-dose
paroxetine mesylate) |
Vasomotor
symptoms
(hot flashes) |
Entering
Phase 3 |
2011 |
Financial
Matters
The purchase price for the acquisition was $125 million cash paid at
closing (August 14, 2007) plus the assumption of approximately $10 million
in net non-contingent liabilities. Noven funded payment of the purchase
price from cash and short-term investments. As of June 30, 2007, Noven
had approximately $187 million in cash, cash equivalents and short-term
investments. Noven received a $25 million sales milestone payment related
to its Daytrana™ product in August 2007.
As previously announced,
Noven expects to record a one-time charge in the 2007 third quarter for
purchased in-process research and development expenses related to the
allocated purchase price of acquired products in the development pipeline.
This charge is expected to significantly exceed 50% of the acquisition
purchase price. In addition, Noven’s ongoing financial results
will reflect the impact of significant amortization and other transaction-related
expenses associated with the JDS acquisition.
New Board Member
Effective
upon closing of the transaction, Phillip M. Satow, JDS’s Chief
Executive Officer and co-founder, was appointed to Noven’s Board
of Directors. After 15 years with Pfizer and three years as Vice President
and General Manager of the Carter Wallace pharmaceutical business, Mr.
Satow served as Executive Vice President of Forest Laboratories and President
of its Forest Pharmaceuticals subsidiary. He established the marketing
and sales departments at Forest, which he led for 14 years through the
launch of the highly-successful antidepressant Celexa®. He co-founded
JDS in August 2004 with his son, Michael Satow, JDS’s President
and Chief Operating Officer.
“As a member of the Noven Board of
Directors, Phil will be in a position to help guide the combined company
toward achievement of its expanded and ambitious goals. Few in the industry
have Phil’s expertise and track record of success in the psychiatry
category. We are thrilled to have him on the team as we work to build
on the business and opportunities that he helped create.”
Transaction
Advisors
Thomas Weisel Partners LLC served as financial advisor to Noven
in connection with the JDS acquisition, and Cravath, Swaine & Moore
LLP served as Noven’s legal advisor. Piper Jaffray & Co. served
as financial advisor to JDS, and Latham & Watkins served as JDS’s
legal counsel.
About Noven
Noven Pharmaceuticals, Inc., headquartered
in Miami, Florida, has established itself as a leading developer of advanced
transdermal drug delivery technologies and prescription transdermal products.
Its commercialized transdermal products include Vivelle-Dot®, the
most prescribed estrogen patch in the U.S., and Daytrana™, the
first and only patch approved for the treatment of ADHD. With the acquisition
of JDS, Noven has become a broader-based specialty pharmaceutical company
with the infrastructure, products and category expertise to market and
sell products itself, and with a substantially enhanced late-stage product
pipeline. See www.noven.com for additional information.
Trademark Information
Lithobid® and Pexeva® are registered trademarks,
and Stavzor™ and
Mesafem™ are trademarks, of JDS Pharmaceuticals, LLC. Celexa® is
a registered trademark of Forest Laboratories, Inc. or its affiliates.
Vivelle-Dot® is a registered trademark of Novartis AG or its affiliates.
Daytrana™ is a trademark of Shire Pharmaceuticals Ireland Limited.
Forward
Looking Information
Except for
historical information contained herein, the matters discussed in this
press release contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that involve substantial risks and uncertainties.
Statements that are not historical facts, including statements which
are preceded by, followed by, or that include, the words "believes," "anticipates," "plans," "expects" or
similar expressions and statements are forward-looking statements. Noven’s
estimated or anticipated future results, product performance or other
non-historical facts are forward-looking and reflect Noven’s current
perspective on existing trends and information. Actual results, performance
or achievements could differ materially from those contemplated, expressed
or implied by the forward-looking statements contained herein. These
forward-looking statements are based largely on the current expectations
of Noven and are subject to a number of risks and uncertainties that
are subject to change based on factors which are, in many instances,
beyond Noven's control. These risks and uncertainties include: the expected
benefits of the transaction, including expected revenue growth, may take
longer than anticipated to achieve and may not be achieved in their entirety
or at all; any costs or difficulties that Noven may encounter in the
process of integration of the organization and operations of the acquired
business into Noven’s existing organization and operations, including
the possibility that such integration may be delayed or more costly or
difficult than expected and may adversely affect Noven’s results
of operations and financial condition; the risk that the proposed transaction
disrupts current plans and operations and the potential difficulties
in employee retention as a result of the transaction; disruption from
the transaction making it more difficult for Noven to maintain its relationships
with its partners, customers, employees or suppliers; uncertainties as
to the future success of ongoing and planned clinical trials and the
risk that results from early-stage clinical trials may not be indicative
of results in later-stage trials; the unproven safety and efficacy of
products under development; the difficulty of predicting FDA approvals,
including timing, and that any expected period of exclusivity may not
be realized; the difficulty of predicting acceptance of and demand for
new pharmaceutical products; the impact of competitive products and pricing;
risks relating to new product development and launch, including the possibility
that any product launch may be delayed or that product acceptance may
be less than anticipated; the possibility that patent applications may
not result in issued patents, and that issued patents may not be enforceable
or could be invalidated; and the impact of competitive responses to Noven’s
sales, marketing and strategic efforts. For additional information regarding
these and other risks associated with Noven’s business, readers
should refer to Noven’s Annual Report on Form 10-K as well as other
reports filed from time to time with the Securities and Exchange Commission.
Unless required by law, Noven undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
Contact:
Joseph C. Jones
Vice President – Corporate Affairs
(305) 253-1916
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Copyright © 2007 Noven
Pharmaceuticals, Inc. All rights reserved. |