Takeda Pays $140M To Snap Up Envoy Therapeutics (Law360)

By Carolina Bolado

Takeda Pharmaceutical Co. Ltd. said Tuesday its American unit has agreed to buy drug discovery company Envoy Therapeutics Inc. for $140 million, giving the Japanese pharmaceutical company access to Envoy's preclinical programs for central nervous system disorders.

Takeda America Holdings Inc. will acquire all of Envoy's equity for a total of $140 million, which includes a payment upfront in addition to forthcoming payments dependent on hitting certain milestones.

The deal gives Takeda access to Envoy's bacTRAP technology, which uses genetic engineering and molecular biology techniques to label and extract the protein-making parts of certain cells, according to Takeda. The technology is especially promising for treating diseases of the brain and has already been used to develop preclinical treatment programs for Parkinson's disease and cognitive impairment associated with schizophrenia, according to Takeda.

"Takeda's expertise in so many disease areas, coupled with its strong commitment to innovation in drug discovery, will enable the widespread application of Envoy's bacTRAP technology," Envoy CEO Brad Margus said. "Our scientists are thrilled by the opportunity to deploy bacTRAP's unique capabilities across numerous new therapeutic areas."

Takeda had previously in 2009 invested in Jupiter, Fla.-based Envoy through its corporate venture unit Takeda Ventures Inc.

"Since our initial investment in 2009, it has been clear to us that Envoy's scientific excellence in combination with their vision for the utilization of bacTRAP technology have great potential to create and explore truly innovative targets across multiple therapeutic areas," Paul Chapman, general manager of Takeda's pharmaceutical research division, said.

Takeda said it expects the transaction to be finalized in a few days. In March 2013, Takeda will move Envoy's operations from Jupiter to San Diego to join Takeda's research division there.

"Together with Envoy, we will continue our efforts to contribute to the health of patients worldwide by delivering innovative drugs," Chapman said.

The acquisition is the fourth this year for Takeda, which just last month announced a $60 million deal to buy Bozeman, Mont.-based LigoCyte Pharmaceuticals Inc.

Through that purchase, Takeda took control of LigoCyte's vaccine — currently in clinical development — for norovirus, the most common cause of outbreak and foodborne gastroenteritis in developed countries.

In May, Takeda put up $247 million for Brazilian drugmaker Multilab Industria e Comercio de Produtos Farmaceuticos Ltda.

Multilab, which is based in Sao Jeronimo in the southern Brazilian state of Rio Grande do Sul, is a midsize pharmaceutical company that sells branded generics and over-the-counter drug products. One of its leading products is Multigrip, Brazil's best-selling over-the-counter pharmaceutical product for cold and flu treatment.

In April, Takeda bought URL Pharma Inc., a privately owned Philadelphia-based manufacturer of gout medicines, for at least $800 million in cash up front.

Envoy was represented in the transaction by Mark Roeder, Benjamin Potter, Zachary Hale, Judith Hasko, Jay Metz, Ashley Wagner, Karen Silverman and Grace Chen of Latham & Watkins LLP.

Takeda was represented by Cooley LLP.

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