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Ra Pharmaceuticals Shares Up 100% Following $2.1 Billion Takeover Bid

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Shares of Ra Pharmaceuticals doubled today after the firm announced that it will be acquired by Belgian firm UCB for $48 per share in an all cash deal.

Prior to the market open this morning Ra Pharmaceuticals Inc. (RARX:NASDAQ) and Brussels-based UCB (UCB:Euronext) announced that they entered into a merger agreement in which UCB will acquire Ra Pharma for US $2.1 billion. Under the terms of the agreement, Ra Pharma shareholders will receive $48 in cash for each Ra Pharma share at closing.

The report advised that the Boards of Directors of both companies have "unanimously approved the transaction subject to approval by Ra Pharma shareholders and obtaining antitrust clearance and other customary closing conditions." UCB advises that the acquisition of Ra Pharma will be financed by a combination of existing cash resources and new bank term loans and that the acquisition will not impact its 2019 financial guidance. UCB and Ra Pharma expect to complete the transaction by the end of Q1/20.

Ra Pharma identifies its business as a clinical-stage biopharmaceutical company that leverages its proprietary peptide chemistry platform to develop novel therapeutics for the treatment of serious diseases caused by excessive or uncontrolled activation of the complement system, a critical component of the innate immune system. The firm states that its "ExtremeDiversity" platform enables the production of synthetic macrocyclic peptides combining the diversity and specificity of antibodies with the pharmacological properties of small molecules.

Ra Pharma's phase 3 product candidate zilucoplan is a once-daily self-administered, subcutaneous peptide inhibitor of C5. Zilucoplan is currently being tested in a phase 3 study for the treatment of generalized myasthenia gravis (gMG) with top-line results expected in early 2021. The company explains that "gMG is an unpredictable, chronic auto-immune condition in which auto-antibodies attack specific proteins in the neuro-muscular junction. This disrupts the way that nerves can communicate with muscles, resulting in muscle weakness and fatigue...gMG is a rare disease impacting almost 200,000 patients in the U.S., EU and Japan."

Doug Treco, Ph.D., president and CEO of Ra Pharmaceuticals, commented: "UCB shares our commitment to the rare disease patient community and our goal of developing novel, accessible, and cost-effective therapies in the areas of immunology and neurology. I firmly believe it is the right partner for us to advance new treatment options from our unique early and late stage pipeline to patients. Ra Pharma's technology platform is an ideal addition to UCB's leading innovation capabilities, and our scientists are looking forward to working with the entire team at UCB."

UCB's CEO Jean-Christophe Tellier added, "Ra Pharma is an excellent strategic fit addressing multiple areas of UCB's patient value growth strategy. Upon closing, the acquisition will add to our strong internal growth opportunities—six potential product launches in the next five years, strengthening our neurology and immunology franchises with late and early-state pipeline projects. In addition, the combination will provide us with the opportunity to become a leader in treating people living with myasthenia gravis, an auto-antibody mediated neurological orphan disease with high unmet medical need, as well as adding a highly productive technology platform to our innovation engine."

Ra Pharma is headquartered in Cambridge, Mass., and states it is "focused on leading the field of complement biology to bring innovative and accessible therapies to patients with rare diseases. The company discovers and develops peptides and small molecules to target key components of the complement cascade."

UCB, based in Brussels, Belgium, is a "global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions" for treating diseases of the immune and central nervous systems. The company employs more than 7,500 people in around 40 countries.

UCB, which trades under the symbol UCB on the Euronext Brussels exchange, has market cap of about €12.534 billion. UCB shares closed today in Europe at 11:30 a.m. EDT at €64.38 (+€1.18, +1.87%) compared to Wednesday's closing price of €63.20.

Ra Pharmaceuticals, which started the day with a market capitalization of about $1.1 billion, has approximately 47 million shares outstanding. RARX shares opened more than 100% higher on the news today at $45.76 (+$23.065, +101.63%) compared to yesterday's $22.695 closing price. The stock has traded today between $45.31 and $46.00/share and at present is trading at $45.38 (+$22.685, +99.96%).


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