UCB Media Room: UCB completes the acquisition of Ra Pharmaceuticals

https://u7061146.ct.sendgrid.net/ls/click?upn=3D4tNED-2FM8iDZJQyQ53jATUb513= 9PTmAm2ORJ-2Fb7C-2B6emR9YhaP4j5V2ndB3rCDuvNBdLfX1GLPRwdmBFSjw7dAqnPbLSr-2Fn= CwVFd1UUA-2BfjXaGwmDyLgABprGIz2D0pU4lcQV_xDPID0vOuylFAU8fv4e60wei4JxqEGBdVW= u7KiDwjI3b8sYN46DL86bSl0KxvPs6EFaZqddW-2FBZlGB52Zlf-2FOeoCOG9ekocVj-2F2X9c9= g1wYV5K3kPx9AEcx6bRxdtHecJ57rb5BrF8mmxDQWOyTumCPADC10jzQF5mzgxqViF7z0DaJqj2= VqczrbWkeEnl-2Bu2-2BrG7tcdmpAgMKsixVMSy8RTu1yYMMuR3ptQ9YCaUzs3v4BmGCztVWIVb= rAb4KMqeWIOPWdK7o0E6v8guRui1ihMSYgCyaHUusOBjgFqkwo-2B81AcXp2uJ-2FH6r2rpOd-2= BPpQGx7M8dSTx-2BumZ1b2h8R8Rzbu7t1yxahIV1XvbR8a4-3D ** UCB completes the acquisition of Ra Pharmaceuticals =E2=80=93 to deliver= differentiated therapies to patients ------------------------------------------------------------ =C2=B7 The transaction, which was announced October 10, 2019, will enhance = UCB=E2=80=99s potential to be a leader in myasthenia gravis by adding ziluc= oplan, a peptide inhibitor of complement component 5 (C5) currently in phas= e 3, to the UCB pipeline alongside rozanolixizumab, UCB=E2=80=99s FcRn targ= eting antibody which is also in phase 3 =C2=B7 Zilucoplan will enhance UCB=E2=80=99s pipeline and Ra Pharma=E2=80= =99s ExtremeDiversity^=E2=84=A2 technology platform will accelerate UCB=E2= =80=99s long-term innovation capabilities =C2=B7 The acquisition is expected to enable accelerated top and bottom lin= e company growth from 2024 onwards =C2=B7 Innovative research and development unit in Cambridge, MA adds to UC= B=E2=80=99s network and presence in Massachusetts and the greater Boston ar= ea of the U.S. =C2=B7 Total transaction cash value of approximately US$ 2.3 billion / =E2= =82=AC 2.1 billion based on US$ 48 in cash per Ra Pharma share and taking R= a Pharma cash and settlement of acquisition related expenses into considera= tion =C2=B7 The closing of this acquisition leads to an update of UCB=E2=80=99s = 2020 financial guidance and the mid-term target=C2=A0 Brussels (Belgium) 2 April 2020 =E2=80=93 15:00 (CEST) =E2=80=93 UCB today = announced that the acquisition of Ra Pharmaceuticals, Inc. has been success= fully completed and Ra Pharma is now a wholly-owned subsidiary of UCB. The = former Ra Pharma shareholders received US$ 48 in cash for each Ra Pharma sh= are held at closing.=C2=A0 Jean-Christophe Tellier, CEO UCB said: =E2=80=9CIn the last 15 months, we m= ade several significant steps on UCB=E2=80=99s strategic growth path, namel= y the =E2=80=9CAccelerate and Expand=E2=80=9D phase. This acquisition is a = key part of this progress and an excellent strategic fit with UCB=E2=80=99s= strategy. Ra Pharma builds upon our collective strengths and talents and a= dds to our strong internal growth opportunities. Zilucoplan gives us the op= portunity to become a leader in treating people living with myasthenia grav= is, an auto-antibody mediated neurological orphan disease with high unmet m= edical need. The acquisition also strengthens our neurology and immunology = franchises with late and early-stage pipeline projects and adds a highly pr= oductive technology platform to our innovation engine.=E2=80=9D Financial guidance updated - The closing of this acquisition leads to an up= date of UCB=E2=80=99s 2020 financial guidance =E2=80=93 as announced with t= he FY 2019 results press release on 20 February 2020.=C2=A0 For 2020, UCB is aiming for revenues in the range of =E2=82=AC 5.05 =E2=80= =93 5.15 billion thanks to the current core product growth and new patient = populations being served. UCB will continue to advance its strong developme= nt pipeline to offer potential new solutions for patients and to explore co= mplementary external opportunities. Hence, the underlying profitability, rE= BITDA, in the range of 26-27% of revenue, will reflect the high R&D investm= ent level, including the investment for the Ra Pharma pipeline. Core earnin= gs per share are therefore now expected in the range of =E2=82=AC 4.40 =E2= =80=93 4.80 based on an average of 187 million shares outstanding. The inclusion of Ra Pharma will be dilutive to UCB=E2=80=99s mid-term earni= ngs level due to R&D investments. As a result, the mid-term target of UCB r= eaching a rEBITDA ratio (to revenue) of 31% moves to 2022 from 2021 as prev= iously guided. The acquisition is expected to be Core EPS accretive from 20= 24 onwards and to enable accelerated top and bottom line growth for UCB fro= m 2024 onwards. The updated financial guidance above does not reflect any potential impacts= from the evolving COVID-19 pandemic. The company is following these develo= pments diligently to assess the financial significance of this pandemic to = UCB. ------------------------------------------------------------ Funding The acquisition of Ra Pharma was financed by a combination of a US$ 2.07 bi= llion bank term loan and existing cash resources. The bank term loan had in= itially been arranged and underwritten by BNP Paribas Fortis and Bank of Am= erica Merrill Lynch and was successfully syndicated in November 2019.=C2=A0 About Ra Pharmaceuticals, Inc. Ra Pharma, now a wholly-owned subsidiary of UCB, is a clinical-stage biopha= rmaceutical company leveraging a proprietary peptide chemistry platform to = develop novel therapeutics for the treatment of serious diseases caused by = excessive or uncontrolled activation of the complement system, a critical c= omponent of the innate immune system. The company=E2=80=99s ExtremeDiversit= y^=E2=84=A2 platform enables the production of synthetic macrocyclic peptid= es combining the diversity and specificity of antibodies with the pharmacol= ogical properties of small molecules.=C2=A0 About Zilucoplan The phase 3 product candidate, zilucoplan, is a once-daily self-administere= d, subcutaneous peptide inhibitor of C5 and is currently being tested in ph= ase 3 for the treatment of gMG with top-line results expected in early 2021= . Further indications that are potentially addressable by zilucoplan includ= e immune-mediated necrotizing myopathy (IMNM), amyotrophic lateral sclerosi= s (ALS) and other tissue-based complement-mediated disorders with high unme= t medical need. In early December 2019, Ra Pharma started the Phase 2 clini= cal trial of zilucoplan for the treatment of immune-mediated necrotizing my= opathy (IMNM). Zilucoplan was selected as one of the first drugs to be test= ed in a multi-center amyotrophic lateral sclerosis (ALS) platform study spo= nsored by the Sean M. Healey & AMG Center for ALS at Mass General. An exten= ded release formulation of zilucoplan, as well as a potential first-in-clas= s oral small molecule C5 inhibitor, are in early development. Zilucoplan is= in clinical development and is not approved in any region of the world.=C2= =A0 About Generalized Myasthenia Gravis (gMG) Generalized myasthenia gravis is an unpredictable, chronic auto-immune cond= ition in which auto-antibodies attack specific proteins in the neuro-muscul= ar junction. This disrupts the way that nerves can communicate with muscles= , resulting in muscle weakness and fatigue. Both men and women are impacted= equally, and it can occur at any age and in any race. Myasthenia Gravis is= a rare disease impacting almost 200,000 patients in the US, EU and Japan (= Gilhus N, N Engl J Med 2016;375:2570-812015). Those living with gMG can exp= erience a variety of symptoms, including drooping eyelids and double vision= as well as severe muscular weakness that can result in life threatening we= akness of muscles of respiration.=C2=A0 About UCB UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company = focused on the discovery and development of innovative medicines and soluti= ons to transform the lives of people living with severe diseases of the imm= une system or of the central nervous system. With more than 7 500 people in= approximately 40 countries, UCB generated revenue of =E2=82=AC 4.9 billion= in 2019. UCB is listed on Euronext Brussels (symbol: UCB). Follow us on Tw= itter: @UCB_news For further information =E2=80=93=C2=A0 Investor Relations Antje Witte =C2=A0 =C2=A0 =C2=A0 =C2=A0 =C2=A0 Investor Relations, UCB T +32.2.559.94.14 antje.witte@ucb.com Isabelle Ghellynck, =C2=A0Investor Relations, UCB T+32.2.559.9588, isabelle.ghellynck@ucb.com=C2=A0 Corporate Communications Laurent Schots=C2=A0 Media Relations, UCB =C2=A0 T+32.2.559.92.64 =C2=A0Laurent.schots@ucb.com=C2=A0 Forward looking statements UCB This press release contains forward-looking statements based on current pla= ns, estimates and beliefs of management. All statements, other than stateme= nts of historical fact, are statements that could be deemed forward-looking= statements, including estimates of revenues, operating margins, capital ex= penditures, cash, other financial information, expected legal, political, r= egulatory or clinical results and other such estimates and results. By thei= r nature, such forward-looking statements are not guarantees of future perf= ormance and are subject to risks, uncertainties and assumptions which could= delay, divert or change any of them this year and the next several years, = that are difficult to predict, may be beyond UCB=E2=80=99s control and coul= d cause UCB=E2=80=99s actual future financial results, goals, plans and obj= ectives to differ materially from those that may be expressed in, or implie= d by, such forward-looking statements contained in this press release. Impo= rtant factors that could result in such differences include: the global spr= ead and impact of COVID-19, changes in general economic, business and compe= titive conditions, the inability to obtain necessary regulatory approvals o= r to obtain them on acceptable terms, costs associated with research and de= velopment, changes in the prospects for products in the pipeline or under d= evelopment by UCB, effects of future judicial decisions or governmental inv= estigations, product liability claims, challenges to patent protection for = products or product candidates, changes in laws or regulations, exchange ra= te fluctuations, changes or uncertainties in tax laws or the administration= of such laws and hiring and retention of its employees. =C2=A0 Additionally, information contained in this document shall not constitute a= n offer to sell or the solicitation of an offer to buy any securities, nor = shall there be any offer, solicitation or sale of securities in any jurisdi= ction in which such offer, solicitation or sale would be unlawful prior to = the registration or qualification under the securities laws of such jurisdi= ction. UCB is providing this information as of the date of this document an= d expressly disclaims any duty to update any information contained in this = press release, either to confirm the actual results or to report a change i= n its expectations. There is no guarantee that new product candidates in the pipeline will prog= ress to product approval or that new indications for existing products will= be developed and approved. Products or potential products which are the su= bject of partnerships, joint ventures or licensing collaborations may be su= bject to differences between the partners. Also, UCB or others could discov= er safety, side effects or manufacturing problems with its products after t= hey are marketed. Moreover, sales may be impacted by international and domestic trends toward= managed care and health care cost containment and the reimbursement polici= es imposed by third-party payers as well as legislation affecting biopharma= ceutical pricing and reimbursement. The updated financial guidance above does not reflect any potential impacts= from the evolving COVID-19 pandemic. The company is following the developm= ent diligently to assess the financial significance of this pandemic to UCB= .=C2=A0 GenericFile Ra Pharma closing final (https://u7061146.ct.sendgrid.net/ls/click?upn=3D4t= NED-2FM8iDZJQyQ53jATUb5139PTmAm2ORJ-2Fb7C-2B6emR9YhaP4j5V2ndB3rCDuvNjdQVJnL= MlGmsvwB2Ftom3cyCwieW9wN47PQSAblNbW4-3DPFIL_xDPID0vOuylFAU8fv4e60wei4JxqEGB= dVWu7KiDwjI3b8sYN46DL86bSl0KxvPs6EFaZqddW-2FBZlGB52Zlf-2FOeoCOG9ekocVj-2F2X= 9c9g1wYV5K3kPx9AEcx6bRxdtHecJ57rb5BrF8mmxDQWOyTumCPADC10jzQF5mzgxqViF7z0DaJ= qj2VqczrbWkeEnl-2Bu2-2BrG7tcdmpAgMKsixVMSy3rvwZZsK6qf3oIdFlK9F2iukQv9wFPAOJ= uRkYgjw0QyQD4LHo-2FCjcWnOpmyJP-2F9Rp0twzqQwTGDBej4C7AnoQq0MAnjy1yfbHKK-2FPW= RvVpaSSNarAsU2mhasMpD8X9YvWHeprwyBJQV-2FbpZOsqN-2BVw-3D=0D =0D ______________________=0D If you would rather not receive future communications from UCB SA, please g= o to https://u7061146.ct.sendgrid.net/ls/click?upn=3D4tNED-2FM8iDZJQyQ53jAT= UeYfdhr1xEBQnaPhR2RKx1tfe2VKDZTewv5u80JomRcXrGriicjprPbv5-2FN0IzJRw0bYBK-2B= 26uie0Ln4CeNm3n-2F7NwshJf2-2BmQmjwVx86X-2BX-2B7XKr-2BelyfR0MUwJcINFdGygeLip= 8bdc3B1WQo4Y9y0-3Dam5H_xDPID0vOuylFAU8fv4e60wei4JxqEGBdVWu7KiDwjI3b8sYN46DL= 86bSl0KxvPs6EFaZqddW-2FBZlGB52Zlf-2FOeoCOG9ekocVj-2F2X9c9g1wYV5K3kPx9AEcx6b= RxdtHecJ57rb5BrF8mmxDQWOyTumCPADC10jzQF5mzgxqViF7z0DaJqj2VqczrbWkeEnl-2Bu2-= 2BrG7tcdmpAgMKsixVMSyw-2BwV0R21QzYl04t3a0JBBeF4XVPnUZb0Ybn0ZZWkJOO3xzrmbrhx= mkjihfBi42v6lihXmmtKWvcosj4x-2Fzl-2BToJ-2BlvOeEgWAYgE41eWg-2F-2B2I-2B5LFrq5= V3Jw82RpTUPIGfKx7ycRn9-2BurEulIMSJzH4-3D=0D UCB SA, All=C3=A9e de la Recherche, 60 ., Brussels, . 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