Navidea Biopharmaceuticals announced that it has entered into a definitive asset purchase agreement with Cardinal Health.
Pursuant to the purchase agreement, Cardinal Health will purchase Navidea’s Lymphoseek® product for lymphatic mapping, lymph node biopsy and the diagnosis of metastatic spread to lymph nodes for the staging of cancer in North America.
Navidea will receive $80 million at closing, plus the opportunity to earn up to $230 million of contingent consideration based on certain milestones through 2026, with $20.1 million of that amount guaranteed over the next 3 years.
As part of the transaction, Cardinal Health will license a portion of the acquired intellectual property back to Navidea to allow Navidea to develop and sell new immunodiagnostic and immunotherapeutic products for specific purposes in North America, and to continue to produce and sell Lymphoseek, mostly under a different brand, outside of North America.
Michael M. Goldberg, M.D., President and Chief Executive Officer, Navidea Biopharmaceuticals said, “This transaction is very exciting for Navidea and its shareholders as it will enable the company to extinguish the CRG debt and to focus the company on several attractive development efforts.
“With our proven delivery system and broad pipeline of clinical and preclinical products addressing very large commercial opportunities, we intend to build a world-class and highly focused development effort.”
The proposed transaction has been approved by the Board of Directors of each company, but remains subject to customary conditions, including approval by Navidea’s shareholders, receipt of applicable regulatory approvals and the absence of a material adverse effect. The transaction is expected to close in the first quarter of 2017.
Proxy materials are being drafted and will be distributed to shareholders as soon as Navidea receives regulatory clearance.