Japan’s Asahi Kasei Corporation (TYO: 3407) has announced an all-cash offer to fully acquire the Swedish rare disease drug firm Calliditas Therapeutics AB (STO: CALTX). Both companies’ boards have approved the deal, with Asahi Kasei proposing to purchase all outstanding public shares of Calliditas at a price of SEK 416 per American depositary share (ADS), which represents an 83% premium based on the company’s recent Nasdaq closing price on May 27, 2024. The total transaction value is estimated at SEK 11.164 billion, equivalent to approximately USD 1.1 billion.
The transaction is still contingent upon customary closing conditions, and Asahi has set an offer period from around July 18, 2024, to August 30, 2024. The three largest shareholders of Calliditas, holding over 45% collectively—Swedish funds BVF Partners, Linc AB, and Stiftelsen Industrifonden—have reportedly consented to the offer.
Asahi Kasei is capitalizing on Calliditas’s previously low stock market valuation. Calliditas’ lead product is the delayed-release formulation of budesonide, marketed as Tarpeyo in the US, Nefecon in China, and Kinpeygo in the EU. It is the only drug capable of having a disease-modifying effect on IgA nephropathy (IgAN), also known as Berger’s disease, an autoimmune condition affecting the kidneys. The drug received conditional approval from the US FDA in 2021, which was converted to full approval in December 2023. Calliditas reported net sales of USD 102 million in 2023, following a 190% year-on-year growth. In Q1 2024, sales of Nefecon saw a continued expansion of +50% year-on-year. The company is also developing setinaxib, a first‐in‐class selective NADPH oxidase 1/4 inhibitor for primary biliary cholangitis and idiopathic pulmonary fibrosis, among other indications.
Calliditas independently markets Tarpeyo in the US, while the rights for the European Economic Area (EEA), the United Kingdom, and Switzerland are exclusively licensed to Germany’s STADA Arzneimittel AG. Greater China and Singaporean rights were sold to China-based Everest Medicines in a 2019 deal worth USD 121 million, later expanded to include South Korea. Everest received China’s approval for the drug (under the brand name Nefecon) in November 2023 and has also obtained market approvals in Singapore, Taiwan, Hong Kong, and Macau.
Everest Medicines has released a stock exchange announcement stating that they do not anticipate the acquisition by Asahi Kasei to affect their existing license agreement with Calliditas. Everest plans to collaborate with both Calliditas and Asahi Kasei to ensure a smooth transition. This is not the first time Everest has navigated the challenges of global acquisition-related changes; in 2019, they licensed Greater China rights to the TROP-2 targeted antibody drug conjugate (ADC) Trodelvy from ImmunoMedics, a deal that was nullified when Gilead acquired ImmunoMedics in 2020.- Flcube.com
