AstraZeneca took a major step to build up its respiratory medicine business on Wednesday by striking a deal worth up to $2.1 billion for the rights to Spanish group Almirall's lung drugs.
The British drugmaker, which resisted a $118 billion takeover attempt by Pfizer <PFE.N> in May, said it would pay an initial $875 million and up to $1.22 billion more if the drugs meet development and sales targets.
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The tie-up boosts a key therapeutic area for AstraZeneca, whose Chief Executive Pascal Soriot is determined to show his company has a strong independent future.
Soriot also struck a clinical trial collaboration with Japan's Kyowa Hakko Kirin <4151.T> for a study that will evaluate a combination of the two companies' drugs in cancer - another important field for AstraZeneca.
For Almirall, the deal with AstraZeneca is a notable win, giving it extra resources to increase its focus on dermatology. The company is a local success story whose shares have strongly outperformed the Spanish market in the past three years.
AstraZeneca will have the right to develop and commercialise Almirall's existing lung drugs - including its recently launched treatment Eklira or aclidinium - as well as its pipeline of experimental therapies.
Almirall Sofotec, an Almirall subsidiary focused on making devices for delivering drugs to the lungs, including the Genuair inhaler, will also transfer to AstraZeneca.
Importantly, the deal gives AstraZeneca access to revenues from a drug already on the market, in Eklira, helping its sales immediately as it struggles with a wave of patent expiries on its own blockbuster medicines.
Eklira sales are expected to reach $535 million by 2018, according to consensus forecasts collected by Thomson Reuters, although much of that will be sold via Actavis <ACT.N>, which has U.S. rights to the drug after acquiring Almirall's marketing partner Forest Laboratories.
AstraZeneca expects the transaction, which will be paid for from existing cash reserves and using short-term credit facilities, to be neutral to core earnings per share in 2015 and accretive from 2016. It is set to close by the end of 2014 and will not affect AstraZeneca's current year financial outlook.
Mick Cooper, an analyst at Edison Investment Research, said the agreement with Almirall was a "smart deal" that would help build up AstraZeneca's respiratory business, which is already doing well as its Symbicort drug wins business from GlaxoSmithKline's <GSK.L> Advair.
"Its respiratory franchise has considerable momentum at the moment and this agreement fills in the gaps in the portfolio,” he said.
Almirall said the deal would boost its earnings immediately and shares in the Barcelona-based group, which was advised by Rothschild, jumped 8 percent by 1045 GMT.
Some analysts expressed surprise at Almirall's decision, since respiratory accounts for 30 percent of its sales, ahead of dermatology, its next largest franchise with 27 percent.
But it was always going to be difficult for it to compete against industry heavyweights in the respiratory field, given the need for large clinical trials and heavy marketing spend.
Instead, Almirall will now become a specialist company, focused on dermatology, and is likely to seek small acquisitions and licensing deals to build up this remaining business, according to one person familiar with the firm's thinking.
Despite a wave of takeovers now sweeping the pharmaceuticals sector, Almirall is unlikely to become a takeover target any time soon, since it is two-thirds owned by the Gallardo family, which is keen to retain control.
Analysts at Jefferies said AstraZeneca's decision to buy the entire respiratory franchise wiped out concerns about Almirall's so-called LAMA/LABA lung drug combination in the United States, where regulators have asked for more clinical trial data.
AstraZeneca shares were 1 percent higher, outperforming a 0.5 percent gain in the European drugs sector <.SXDP>.
It positions AstraZeneca more strongly in a battle to develop next-generation treatments for asthma and chronic lung disease caused by smoking, where it is up against big-hitting rivals like GSK and Novartis <NOVN.VX>.
AstraZeneca already raised its bet on respiratory medicine last year by buying U.S.-based Pearl Therapeutics for up to $1.15 billion.
The two companies said a "significant" number of Almirall employees would transfer to AstraZeneca.
AstraZeneca will report second-quarter results on Thursday, when it will seek to prove its financial resilience after its decision to reject Pfizer's takeover advances.
Pfizer on Tuesday left investors guessing whether it would renew its pursuit of its British rival, as it presented results, but said it was still considering big deals.