Allergan to acquire Kythera BioPharma for $2.1 billion and with it Kybella and KYTH-105 (setipiprant)

Allergan plc a leading global pharmaceutical company, and Kythera Biopharmaceuticals, Inc. a biopharmaceutical company focused on the discovery, development and commercialization of novel prescription products for the aesthetic medicine market, announced that they have entered into a definitive agreement under which Allergan has agreed to acquire Kythera in a cash and equity transaction valued at $75 per Kythera share, or approximately $2.1 billion , subject to the fulfillment of certain customary conditions. The fixed-value transaction consideration will be payable 80 percent in cash and 20 percent in new AGN shares issued to Kythera shareholders. Allergan's 2015 earnings-per-share forecast provided on May 11, 2015 is unchanged as a result of the acquisition. The acquisition is expected to be breakeven in 2016 and accretive thereafter. The Company remains committed to de-levering to below 3.5x debt to Adjusted EBITDA by the end of the first quarter of 2016.The acquisition of Kythera immediately enhances Allergan's global facial aesthetics portfolio with the addition of Kybella (deoxycholic acid) injection, the first and only approved non-surgical treatment for contouring moderate to severe submental fullness, commonly referred to as double chin. Kybella was approved by the FDA on April 29, 2015 . Kybella injection is also being developed for potential introduction into international markets; Kythera has submitted Kybella injection for regulatory approval in Switzerland , Canada and Australia , with other market applications to follow. The acquisition will also add the Kythera development product setipiprant (KYTH-105), a novel compound for the prevention of male pattern baldness, as well as additional early-stage development candidates.