Ono Announces Results of Tender Offer to Acquire Deciphera Pharmaceuticals and Completion of Acquisition of Deciphera (a Wholly Owned Subsidiary of Ono)
Ono Pharmaceutical has completed the acquisition of Deciphera Pharmaceuticals after a successful tender offer of $25.60 per share, totaling approximately $2.4 billion. The tender offer began on May 13, 2024, and concluded on June 10, 2024, with 88.25% of Deciphera's shares tendered. Upon completion, Deciphera merged into Ono's subsidiary, becoming a wholly-owned entity and delisted from Nasdaq. Ono aims to leverage Deciphera's R&D capabilities and sales networks in oncology to enhance its global expansion. The acquisition is expected to accelerate Ono's pipeline growth and strengthen its position in the global market.
- Acquisition completed successfully, securing 88.25% of Deciphera's shares.
- Tender offer valued at $25.60 per share, totaling approximately $2.4 billion.
- Deciphera's strong R&D and sales capabilities in oncology can enhance Ono's global pipeline.
- Acquisition aligns with Ono's strategy for global expansion and enhancing its market presence.
- Deciphera's shares delisted from Nasdaq, simplifying corporate structure.
- Deciphera reported consistent net losses over the past three years, totaling $194.9 million in 2023.
- Equity per share of Deciphera has been declining, from $5.25 in 2021 to $4.13 in 2023.
- Ono has yet to disclose the financial impact of the acquisition on its business performance.
- No immediate dividends associated with the acquisition for shareholders.
Insights
The acquisition of Deciphera Pharmaceuticals by Ono Pharmaceutical for
From a financial perspective, Deciphera has experienced significant operating losses over the past three years, despite increasing revenues. For example, their operating loss was
Retail investors should note the potential for Ono to leverage Deciphera's R&D capabilities and established sales network to enhance its product pipeline. However, these synergies will take time to materialize and reflect in financial outcomes. Investors should weigh the immediate cost of acquisition against the long-term strategic benefits anticipated by Ono.
Deciphera Pharmaceuticals is known for its specialized focus on oncology, particularly with its development of drugs targeting cancer mutations. This acquisition allows Ono Pharmaceuticals to access Deciphera's promising oncology pipeline, which includes drugs like ripretinib for gastrointestinal stromal tumors (GIST). This could potentially strengthen Ono’s foothold in the global oncology market.
For retail investors, this means that Ono could significantly enhance its product offerings in the oncology sector, which is a high-growth area in pharmaceuticals. The industry-specific term 'oncology pipeline' refers to a series of drug candidates in various stages of research and development focused on cancer treatment. Given the growing demand for innovative cancer therapies, this acquisition could offer substantial long-term benefits.
From a market perspective, delisting Deciphera from Nasdaq post-acquisition is a standard procedure in such transactions, but it also consolidates control under Ono and eliminates potential market fluctuations that Deciphera's independent stock might have faced. The strategic rationale behind this acquisition aligns with Ono's goal of global expansion, especially in lucrative markets like the US and Europe where Deciphera already has an established presence.
Retail investors should pay attention to how effectively Ono integrates Deciphera's operations and whether it can achieve the projected synergies and market expansion. The potential for increased market share in the oncology field could positively impact Ono's market positioning. However, challenges in integration and the time required to realize these benefits should also be considered.
The tender offer commenced on May 13, 2024,
On June 11, 2024, following the completion of the tender offer, Merger Sub merged with and into Deciphera with Deciphera continuing as the surviving corporation and a wholly owned subsidiary of Ono. In connection with the acquisition, Deciphera shares ceased to be traded on Nasdaq as of the date of closing of the acquisition and shares of Deciphera's common stock will be delisted from Nasdaq.
"We are very pleased to welcome Deciphera into the family," said Gyo Sagara, Chairman and CEO of Ono. "Through this acquisition, we will leverage Deciphera's excellent research and development capabilities in the oncology field and its sales power in
"We are excited to enter a new phase as part of the family of Ono Pharmaceuticals, that has as its mission to contribute to society through the discovery and development of innovative drugs, under the corporate philosophy "Dedicated to the Fight against Disease and Pain,"" said Steven L. Hoerter, President and CEO of Deciphera. "By fully leveraging the research and development capabilities and commercialization platforms of both companies, we look forward to significantly contributing to the growth of the Ono Group as a global specialty pharma company."
1. Results of the tender offer
(1) Overview of the tender offer
- Name of the tender offerer: Topaz Merger Sub, Inc.
- Name of the target company: Deciphera Pharmaceuticals, Inc.
- Types of shares, etc. subject to tender offer: Common stock
- Tender offer price:
US per share net to the seller in cash, without interest thereon and less any applicable withholding taxes$25.60 - Period of the tender offer: From May 13, 2024 to one minute after 11:59 p.m.,
New York City time, on June 10, 2024 - Minimum condition: Consummation of the tender offer was subject to a condition that a majority of Deciphera's outstanding shares of common stock at the time of the expiration of the tender offer shall have been validly tendered and not validly withdrawn. The offer was subject to the satisfaction or waiver of various other conditions.
(2) Results of the tender offer
- Application status (as of one minute after 11:59 p.m.,
New York City time, on June 10, 2024）
76,413,423 shares representing88.25% of the outstanding shares of common stock of Deciphera were validly tendered and not validly withdrawn. - Outcome of the tender offer
As the number of shares of Deciphera common stock validly tendered met and exceeded the minimum condition stated in 1. (1) 6. above, the tender offer was consummated.
(3) Merger procedures following the tender offer
On June 11, 2024,
2. Overview of Deciphera (prior to the completion of the acquisition on June 11, 2024):
(１) | Company | Deciphera Pharmaceuticals, Inc. | |||
(２) | Address | 200 Smith Street | |||
(３) | Representative's Title and Name | President & CEO, Steven L. Hoerter | |||
(４) | Business Description | R&D and Commercialization of pharmaceuticals | |||
(５) | Stated Capital | US | |||
(６) | Year of Establishment | 2017 (initial company Deciphera Pharmaceuticals, LLC was formed in 2003) | |||
(７) | Major shareholders and (as of March 31, 2024) | Brightstar Associates LLC: Redmile Group, LLC: Blackrock Inc.: Deerfield Mgmt, L.P.: | |||
(８) | Relationship between Ono | Capital Relationship | N.A. | ||
Personal Relationship | N.A. | ||||
Business Relationship | N.A. | ||||
Status of A Related Party | N.A. | ||||
(９) | Deciphera's consolidated operating results and consolidated financial position for the past three years(*1) | ||||
Accounting Period (Unit: thousands of US $) | Fiscal year ended | Fiscal year ended | Fiscal year ended | ||
Total Equity | 304,720 | 341,691 | 350,916 | ||
Total Assets | 429,484 | 454,039 | 473,566 | ||
Equity per share (US $)(*2) | 5.25 | 4.53 | 4.13 | ||
Revenue | 96,148 | 134,036 | 163,356 | ||
Operating Loss | (300,077) | (182,722) | (210,958) | ||
Net Loss | (299,964) | (178,931) | (194,942) | ||
Net loss per share (US $) | (5.16) | (2.37) | (2.29) | ||
Dividend per share (US $) | - | - | - | ||
*1: Information from Deciphera's Annual Report on Form 10-K, for the fiscal years ended December 31, 2022 and December 31, 2023, filed by Deciphera with the
*2: Calculated by total equity divided by weighted average common shares outstanding.
3. Financial Impact of the Acquisition
ONO is still reviewing the impact of this acquisition on our business performance. Should there be any events to be disclosed in the future, we will announce them in a timely manner.
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SOURCE Ono Pharmaceutical co., ltd.
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