BioWorld International Correspondent
PARIS Johnson & Johnson signed a definitive agreement to acquire all of the assets of Tibotec-Virco NV for $320 million in cash and debt.
When completed, Johnson & Johnson, of New Brunswick, N.J., will take a one-time charge of about $145 million, or 5 cents per share, reflecting the write-off of in-process research and development costs. The transaction is expected to close during the second quarter, subject to the usual closing conditions and regulatory approvals. Excluding the one-time charge, J&J said the acquisition is not expected to have any impact on its earnings in 2002 or 2003.
Karen Manson, vice president, corporate communications of Mechelen, Belgium-based Tibotec-Virco, told BioWorld International that she “could not say there will be no loss of activities and no layoffs.” But she said Tibotec-Virco would remain a “stand-alone company within the J&J group,” and that it would “retain its entrepreneurial research spirit.”
Tibotec-Virco’s chief scientific officer, Rudi Pauwels, a co-founder of the company, was upbeat in his assessment of the company’s future.
“Becoming part of Johnson & Johnson will give us the long-term financial stability needed to fulfill our mission of discovering and developing new antiviral drugs,” he said. “We will be able to access the research, development and marketing resources of Johnson & Johnson while maintaining the flexibility necessary for truly innovative and cutting-edge research.”
Privately held Tibotec-Virco was created in March 2001 through the merger of Virco Group NV, a drug discovery and development company, and Tibotec Group NV, a pharmacogenomics and molecular diagnostics company. Tibotec-Virco focuses on the development of new therapies for the treatment of infectious diseases, especially HIV, for which it is developing antiretroviral compounds active against both wild-type and drug-resistant strains.
Two of its anti-HIV drug candidates are in clinical development: TMC125, a non-nucleoside reverse transcriptase inhibitor, and TMC114, a protease inhibitor. Manson confirmed that a Phase I trial of TMC125 would start shortly in the U.S., as authorized by the FDA last December. TMC125 completed Phase I and Phase IIa trials in Europe, Manson said, and a Phase IIb trial will begin in Europe in the second quarter, running parallel to the Phase I study in North America. As for TMC114, Manson said a Phase IIa trial was initiated in Europe in February.
Tibotec-Virco also provides HIV drug resistance testing, for which it developed a testing method called VirtualPhenotype. The method is based on data contained in the company’s relational database of more than 120,000 HIV genotypes and phenotypes. Its HIV testing services are marketed under the Virco name and, in the U.S., are sold through the intermediary of Quest Diagnostics, Laboratory Corp. of America Holdings, and ARUP Laboratories. Johnson & Johnson is chiefly interested in Tibotec-Virco’s drug discovery activities, however.
“Tibotec-Virco will provide a good strategic fit with our current pharmaceutical research and development operations,” said J&J’s chairman, pharmaceutical research and development, Per Peterson, adding that Tibotec-Virco’s experience would help “expand our drug discovery and development capabilities, particularly in the field of antiviral therapies.”
In addition to its Mechelen headquarters, Tibotec-Virco has operations in Belgium as well as in Durham, UK; Dublin, Ireland; Rockville, Md.; and Research Triangle Park, N.C., where it set up a clinical research and medical affairs facility in July 2001. It employs 235 people worldwide.