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Novelion to sell unit Aegerion to Amryt in bankruptcy restructuring plan

Novelion Therapeutics Inc. said its wholly owned subsidiary Aegerion Pharmaceuticals Inc. will be sold to Amryt Pharma PLC as part of funding and restructuring deals to help Aegerion recover from bankruptcy.

Vancouver, British Columbia-based Novelion makes drugs for rare diseases, while Dublin-based Amryt Pharma develops therapies for rare and orphan diseases.

Aegerion will undergo recapitalization and sell 100% of reorganized shares to Amryt Pharma, becoming a fully owned unit of the Dublin-based drugmaker, under the terms of funding and restructuring agreements.

Aegerion also inked deals with various stakeholders on convertible notes issued due 2019 and other outstanding debt. In addition, Novelion will acquire about 10% of the combined entity as payment for intercompany loans and cash payments made to Aegerion.

The decision to recapitalize Aegerion comes after a previously announced strategic review on how Novelion could support Aegerion through Chapter 11 proceedings, which permit a company to restructure while filing for bankruptcy.

The recapitalization ascribes an enterprise value of $395 million to Aegerion and $146 million to Amryt, excluding cash and cash equivalents as well as payments and interest due to the Department of Justice and the Securities and Exchange Commission.

In a separate news release, Amryt said the deal will create a rare disease business with two approved products — lomitapide, sold as Lojuxta and Juxtapid, and metreleptin, sold as Myalept and Myalepta.

The combination of Aegerion and Amryt, which together had proforma revenue of $136.5 million in 2018, is expected to give a boost to Amryt's efforts to transform into a global rare disease company with a diversified commercial and clinical-stage portfolio.

Aegerion and Amryt already have a licensing agreement for lomitapide, a cholesterol lowering drug for homozygous familial hypercholesterolemia — a rare disease that makes it hard for the body to remove bad cholesterol from the blood.

The combined entity's development pipeline includes Amryt's AP101 product candidate, which is in phase 3 development for epidermolysis bullosa, a group of genetic conditions that result in easy blistering of the skin and mucous membranes.

After the acquisition, the global headquarters of the group will be in Dublin, while the U.S. base will be in Boston.

The boards of Amryt, Aegerion and Novelion have unanimously approved and recommended the deal, which is expected to close in the third or fourth quarter of 2019. A dual-listing on Nasdaq is planned.

Evercore acted as financial adviser and Goodwin Procter LLP and Norton Rose Fulbright Canada LLP acted as legal advisers to Novelion.

Moelis & Company LLC acted as financial and restructuring adviser, AP Services LLC acted as financial adviser and chief restructuring officer, and Willkie Farr & Gallagher LLP acted as legal adviser to Aegerion.

Ducera Partners LLC acted as financial adviser and Latham & Watkins LLP and King & Spalding LLP acted as legal advisers to the ad hoc group of convertible noteholders.