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Horizon Pharma plc Completes Acquisition of Raptor Pharmaceutical Corp.

- Adds Two Rare Disease Medicines and Further Diversifies Company Revenue -

- Raises Full-Year 2016 Net Sales Guidance and Confirms Full-Year 2016 Adjusted EBITDA Guidance -

DUBLIN, Ireland, Oct. 25, 2016 (GLOBE NEWSWIRE) -- Horizon Pharma plc (NASDAQ:HZNP) a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today announced that it has completed the acquisition of Raptor Pharmaceutical Corp. (NASDAQ:RPTP).

"The acquisition of Raptor directly aligns with our long-term strategy and evolution into a rare disease focused company, where now more than half of our medicines are used to treat patients with rare diseases," said Timothy P. Walbert
, chairman, president and chief executive officer, Horizon Pharma plc. "The added infrastructure in Europe and other key international markets will further benefit the access to both our current and newly acquired medicines as well as position us for the potential introduction of ACTIMMUNE® for Friedreich's ataxia in Europe in future years if the results of the Phase 3 trial are positive."

Strategic rationale

  • Strengthens Horizon Pharma's focus on rare diseases and provides expansion into Europe and other international markets.
  • Adds PROCYSBI® (cysteamine bitartrate) delayed-release capsules and QUINSAIR™ (aerosolized form of levofloxacin) global rights, with PROCYSBI having strong patent protection through 2034.
  • Diversifies revenue with 11 medicines across three business units: orphan, rheumatology and primary care.

Financial impact

  • Including the expected impact of the Raptor acquisition for the remainder of 2016, Horizon Pharma is raising its full-year 2016 net sales guidance on a GAAP basis, including the previously announced $65 million settlement with Express Scripts as a one-time reduction, to approximately $980 to $985 million. Horizon Pharma is raising its net sales guidance on a non-GAAP adjusted basis to approximately $1.045 to $1.050 billion excluding the $65 million settlement. The exclusion of the $65 million settlement from GAAP net sales guidance is the only adjustment reflected in Horizon Pharma's full-year 2016 non-GAAP adjusted net sales guidance. Net sales from Raptor medicines for the last two months of 2016 are expected to add between $20 and $25 million to Horizon Pharma total net sales.
  • Including the expected impact of the Raptor acquisition for the remainder of 2016, Horizon Pharma is confirming its full-year 2016 adjusted EBITDA guidance of approximately $450 to $460 million.
  • As previously announced, Horizon Pharma expects the acquisition of Raptor to be accretive to adjusted EBITDA in 2017. Horizon Pharma will provide guidance for 2017 net sales and adjusted EBITDA in the first quarter of 2017.

Transaction details

The depositary for the tender offer has advised Horizon Pharma and Raptor that, as of the expiration of the tender offer at midnight, New York time, at the end of the day on October 24, 2016, a total of 71,590,496 shares of Raptor common stock were validly tendered and not validly withdrawn, representing approximately 83% of Raptor's outstanding shares. In addition, the depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 3,014,509 additional shares, representing approximately 3.5% of Raptor's outstanding shares. All of the...


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