USA – Pfizer Inc has announced that it will pay US$11.6 billion for Biohaven Pharmaceutical Holding Co, a large bet on the company’s ability to increase sales of the top-selling pill in a new class of migraine drugs.

The acquisition follows a Nurtec commercialization agreement signed by the companies in November 2021.

Pfizer promised up to US$1.24 billion in upfront and milestone payments for Nurtec’s non-US rights at the time. Pfizer received a 2.5 percent stake in Biohaven in exchange for a US$350 million investment.

Pfizer is now offering US$148.5 per share for the remaining Biohaven shares, a 33 percent premium to Biohaven’s volume-weighted average selling price over the previous three months.

Pfizer gains control of a sizable calcitonin gene-related peptide (CGRP) portfolio as part of the transaction.

In addition to Nurtec and five preclinical CGRP candidates, Biohaven announced in March that it had submitted zavegepant to the FDA for approval as an intranasal spray for acute migraine treatment.

Biohaven has positioned the drug as “the EpiPen of migraine,” according to CEO Vlad Coric. The drug is also being developed as an oral soft gel for the prevention of chronic migraines.

Pfizer is not acquiring all of Biohaven. The non-CGRP projects will be retained by the New Haven, Connecticut-based firm.

Existing Biohaven shareholders, including Pfizer, will receive 0.5 shares of the new company for each share of Biohaven stock they currently own. The new entity will keep Biohaven’s name and CEO Coric, as well as other executives.

The new Biohaven has a glutamate platform including troriluzole in phase 3 trials for obsessive-compulsive disorder and spinocerebellar ataxia.

In addition, it has verdiperstat tablet for amyotrophic lateral sclerosis, also in late-stage development.

Following the acquisition, the new Biohaven will be entitled to royalties based on Nurtec and zavegepant sales in excess of US$5.25 billion in the United States.

Pfizer is increasing its investment in Nurtec at a time when the oral CGRP migraine drug is facing some gross-to-net pricing pressure in the United States.

Nurtec’s financial performance

Nurtec sales reached US$123.6 million in the first quarter, a 35 percent decrease from the fourth quarter of 2021 despite an 8 percent sequential increase in scripts, according to Biohaven.

The quarterly decline, according to Biohaven, was “largely driven by seasonality related to renewed patient deductibles and prescription reauthorizations,” as well as a patient support program.

Based on the first-quarter results, Biohaven anticipates Nurtec’s full-year revenue to range between US$825 million and US$900 million. The range falls short of the expectations of industry observers.

The top selling drugs in the class are injected drugs sold by Eli Lilly and Co’s , Emgality, and Amgen Inc’s Aimovig.

Following a poor quarter for AbbVie’s migraine franchise, Biohaven investors are concerned about pricing.

Nurtec’s situation is similar to that of AbbVie’s rival CGRP drug Ubrelvy, indicating a classwide issue. Ubrelvy collected US$138 million in sales during the first quarter, a 25 percent decrease from the previous quarter.

The Biohaven deal marks a comeback for Pfizer in the neuroscience arena after a downsizing in 2018. At the time, the New York pharma divested most of its neuroscience R&D programs into a new firm called Cerevel Therapeutics.

Pfizer stated that it will fund the Biohaven transaction with existing cash and expects to complete the transaction in early 2023.

Pfizer’s latest acquisition deals

The transaction follows Pfizer’s US$6.7 billion acquisition of Arena Pharmaceuticals to gain access to the latter’s S1P modulator for inflammatory diseases.

In a smaller deal announced last month, Pfizer will pay US$525 million for respiratory syncytial virus specialist ReViral.

Pfizer’s large cash pile from BioNTech-partnered COVID-19 vaccine Comirnaty and oral antiviral Paxlovid suggests that Biohaven will not be Pfizer’s last M&A move in the near term.

Analysts at SVB Securities estimated in December that Pfizer could have US$175 billion in M&A firepower by the end of 2022, according to Fierce pharma.

Pfizer recently hired former CVS chief financial officer David Denton as its own CFO, fueling speculation that the company is looking for large transactions. Denton oversaw CVS’s US$69 billion purchase of Aetna.

We’ve also said we are agnostic to size. So, if the right larger opporunity presents itself, we certainly have the capital and capabilities to pursue it,” Pfizer’s Malik said.

But we’ve also been clear that we’re going to focus on drive out top-line growth over the back half of the decade rather than large deals that are anchored on cost synergies.”

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