According to the deal, Novo Nordisk will acquire all outstanding shares of Emisphere for $1.35bn and take over Eligen SNAC royalty stream obligations owed to Emisphere’s shareholder MHR Fund Management (MHR) for $450m.
In 2007, the companies partnered and Novo Nordisk has been using Emisphere’s Eligen SNAC technology under a licence agreement.
With the acquisition of Emisphere, Novo Nordisk will receive full ownership of the technology, which is used in the oral formulation of Novo Nordisk’s GLP-1 receptor agonist, semaglutide, marketed and sold as Rybelsus.
Eligen SNAC enables the transportation of therapeutic molecules across biological membranes like those of the gastrointestinal tract.
The debt-financed deal will have no impact on Novo Nordisk’s previously communicated operating profit outlook for this year or the ongoing share buyback programme.
Novo Nordisk executive vice-president and chief scientific officer Mads Krogsgaard Thomsen said: “We intend to apply and further develop the technology and use it on current and future pipeline assets with the aim of making more biologic medicines orally available for patients.”
The deal is subject to customary closing conditions, including the approval by Emisphere shareholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Emisphere’s board of directors has approved the acquisition while MHR and the directors of Emisphere have agreed to vote their shares, supporting the deal.