Summary
Pfizer Inc. has announced its entry into a Merger Agreement to acquire Biohaven Pharmaceutical Holding Company Ltd. This strategic move, expected to close in Q4 2022, significantly bolsters Pfizer's migraine portfolio by acquiring Biohaven's CGRP (Calcitonin Gene-Related Peptide) programs. The acquisition includes the approved drug rimegepant (NURTEC® ODT) and the Phase 3 drug zavegepant, along with five pre-clinical CGRP assets. The transaction involves a spin-off structure where Biohaven will first distribute certain assets to a new entity, SpinCo, which will then be distributed to Biohaven shareholders. Pfizer will acquire the remaining Biohaven entity and will provide cash payments of $148.50 per Biohaven share, along with 0.5 shares of SpinCo per Biohaven share. Pfizer plans to finance the acquisition with existing cash. This deal is a significant step for Pfizer in expanding its neurological disease offerings, particularly in the lucrative migraine market.
Key Highlights
- 1Pfizer Inc. enters a Merger Agreement to acquire Biohaven Pharmaceutical Holding Company Ltd.
- 2The acquisition focuses on strengthening Pfizer's migraine franchise with Biohaven's CGRP assets, including NURTEC® ODT (rimegepant) and zavegepant.
- 3The transaction structure involves a spin-off of certain Biohaven assets into a new entity (SpinCo) before Pfizer acquires the remainder of Biohaven.
- 4Biohaven shareholders will receive $148.50 in cash and 0.5 shares of SpinCo per Biohaven share.
- 5Pfizer will also capitalize SpinCo with $275 million and pay tiered royalties on future sales of rimegepant and zavegepant exceeding $5.25 billion.
- 6The deal is expected to close in the fourth quarter of 2022 and will be financed by Pfizer's existing cash.
- 7Completion is subject to customary closing conditions, including regulatory approvals and Biohaven shareholder approval.