Pfizer to acquire Biohaven in $11.6bn deal to gain access to rimegepant

Pfizer has agreed to acquire Biohaven Pharmaceutical, a US-based biopharma company, in a deal worth around $11.6 billion, to gain access to the latter’s dual-acting migraine therapy NURTEC ODT (Rimegepant).

As per the terms of the deal, Pfizer will pay $148.5 per share in cash to acquire the shares of the NYSE-listed Biohaven Pharmaceutical which it already doesn’t own.

Biohaven Pharmaceutical’s common shareholders, including Pfizer, will also be issued 0.5 of a share of New Biohaven, a new publicly traded firm that will retain the former’s non-calcitonin gene-related peptide (CGRP) development stage pipeline compounds in exchange for each Biohaven Pharmaceutical common share.

NURTEC ODT, which is a calcitonin gene-related peptide, has approval in the US for acute treatment as well as episodic prevention of migraine in adults. In the Europe Union, Rimegepant, branded as VYDURA, is approved for acute treatment of migraine as well as prophylaxis of episodic migraine.

Biohaven Pharmaceutical has another calcitonin gene-related peptide product called Zavegepant, which is being developed as an intranasal spray for the acute treatment of migraine. It is also being developed as an oral soft gel for the prevention of chronic migraine.

Besides, Biohaven Pharmaceutical has a portfolio of five pre-clinical calcitonin gene-related peptide assets.

The deal follows a collaboration announced by the parties last November for the commercialization of rimegepant and zavegepant outside the US. At that time, Pfizer injected $350 million to acquire a stake of 2.6% in Biohaven Pharmaceutical.

Pfizer acquisition of Biohaven Pharmaceutical. Photo courtesy of Lauri Silvennoinen/Wikimedia Commons.

Nick Lagunowich — Pfizer Internal Medicine Global President, commenting on Pfizer acquisition of Biohaven, said: “NURTEC ODT, which is already the #1 prescribed migraine medicine in its class in the United States, coupled with Biohaven’s CGRP pipeline, offers hope for patients suffering from migraine worldwide.

“We believe Pfizer is uniquely positioned to help the portfolio reach its full potential given our leading scale and capabilities, including comprehensive field force engagement with Primary Care Physicians, specialists and health systems delivering the right information at the right time.”

After the closing of the transaction, New Biohaven will continue operations under the Biohaven name. Led by Vlad Coric as Chairman and CEO, New Biohaven will include other members of the incumbent management team of Biohaven Pharmaceutical.

New Biohaven will also be capitalized by Pfizer with $275 million of cash. It will also be entitled to get tiered royalties from the American pharma giant on any annual net sales of rimegepant as well as zavegepant in the US in excess of $5.25 billion.

Commenting on Pfizer acquisition of Biohaven, Vlad Coric — Chairman and CEO of Biohaven Pharmaceutical said: “We are excited to announce Pfizer’s proposed acquisition of Biohaven, recognizing the market leadership of NURTEC ODT, our breakthrough all in one migraine therapy, and the untapped potential of our CGRP franchise.

“Pfizer’s capabilities will accelerate our mission to deliver our migraine medicines to even more patients, while the new R&D company is well positioned to bring value to patients and shareholders by focusing on our innovative pipeline for neurological and other disorders. We believe this transaction represents significant future value creation for patients and our collective shareholders.”

Pfizer acquisition of Biohaven, which is subject to the completion of the New Biohaven spin-off deal, regulatory approvals, Biohaven shareholders’ approval, and other customary conditions, is expected to close by early 2023.