Novo Nordisk has entered into a definitive agreement to acquire Dicerna Pharmaceuticals (Dicerna).
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The acquisition of Dicerna’s ribonucleic acid interference (RNAi) platform is a strategic addition to Novo Nordisk’s existing research technology platforms and supports the strategy of using a broad range of technology platforms applicable across all Novo Nordisk’s therapeutic focus areas.
Dicerna is a publicly held company focusing on RNAi-based therapeutics. Using its proprietary GalXC and GalXC-Plus RNAi technologies, Dicerna develops RNAi-based therapies to selectively silence genes that cause or contribute to disease. Dicerna’s RNAi technology platform enables access to intracellular disease targets across hepatic and extrahepatic cell and tissue types.
Under the terms of the agreement, Novo Nordisk will commence a cash tender offer to acquire all outstanding shares of Dicerna common stock for USD 38.25 per share in cash for a total equity value of approximately USD 3.3 billion.
The transaction will not impact Novo Nordisk’s previously communicated operating profit outlook for 2021 or the ongoing share buyback programme. The transaction will mainly be debt financed.
The acquisition will lead to an increase in research and development costs, with an estimated negative impact on operating profit growth in 2022 of around 3% due to higher operating costs and amortisations of intangible assets.
Under the terms of the acquisition agreement, Novo Nordisk will initiate a tender offer to acquire all outstanding shares of Dicerna. The closing of the tender offer will be subject to certain conditions, including the tender of shares representing a majority of Dicerna’s outstanding shares, receipt of applicable regulatory approvals and other customary conditions.
Upon the successful completion of the tender offer, Novo Nordisk’s acquisition subsidiary will merge into Dicerna, and any shares of common stock of Dicerna not tendered into the offer will receive the same USD per share price payable in the tender offer.
The transaction is expected to close in the fourth quarter of 2021. ■