Clinuvel rejects $95m takeover offer

Clinuvel Pharmaceuticals (ASX:CUV) has turned down a $95 million takeover offer from US-based biopharmaceutical company Retrophin, choosing instead to focus on pursuing European approvals for Scenesse.

Retrophin last month made an unsolicited bid for all of Clinuvel’s shares. Retrophin offered either $2.17 in cash or a trade of 0.175 Retrophin shares for each Clinuvel share.

The cash option of the offer represented a 50% premium to Clinuvel’s last closing price prior to the submission of the offer.

But Clinuvel today announced that after evaluating the proposal with its advisors, it has decided that the offer materially undervalues the company.

Clinuvel has invested heavily in pursuing marketing authorisation from the European Medicines Agency for Scenesse as a treatment for the rare and severe skin disorder erythropoietic protoporphyria (EPP), the company said in a statement to shareholders. The offer comes less than three months before the EMA decision is due.

“The company has had correspondence from shareholders, expert physicians and patients, and the board continues to believe that it is in the best interests of shareholders for the management team to remain focused for the next eight months on preparing for the final EMA exchange,” the statement reads.

“The Clinuvel board also believes that continuity is imperative in guiding Clinuvel through the ultimate stages of the review process and then through the US FDA review process.”

Retrophin had acquired around 4.88% of Clinuvel shares through on-market transactions at the time it submitted its bid. This had increased to 6.7% by the time Clinuvel declined the offer.

Scenesse is a photoprotective drug with the potential to treat skin disorders including EPP and vitiligo. Clinuvel filed for EMA approval in EPP in 2012. The product has also been awarded orphan drug status in Hailey-Hailey disease in both the EU and the US.

Clinuvel (ASX:CUV) shares were trading 0.93% higher at $2.17 as of around 1 pm on Friday.