Johnson & Johnson announced that it has entered into a definitive agreement to acquire V-Wave Ltd., a privately-held company focused on developing innovative treatment options for patients with heart failure. Under the terms of the agreement, Johnson & Johnson will acquire V-Wave for an upfront payment of $600 million, subject to customary adjustments, with the potential for additional regulatory and commercial milestone payments up to approximately $1.1 billion. V-Wave will join Johnson & Johnson as part of Johnson & Johnson MedTech.
The planned acquisition of V-Wave will extend Johnson & Johnson MedTech’s position as an innovation leader in addressing cardiovascular disease. It will further accelerate its shift into high-growth and high-opportunity markets and will deepen its relationships with structural interventional cardiologists and heart failure specialists.
Heart failure is a global health burden associated with impaired quality of life, frequent hospitalizations, increasing health-care costs, and high rates of premature death.2 V-Wave’s cardiovascular implant technology specifically targets heart failure with reduced ejection fraction (HFrEF). In HFrEF, a patient’s heart muscle has insufficient ability to pump blood containing oxygen and nutrients to the body. V-Wave’s Ventura® Interatrial Shunt (IAS) is a novel implantable device designed to decrease elevated left atrial pressure seen in congestive heart failure by creating a shunt between the left and right atrium, thereby reducing cardiovascular events and heart failure hospitalizations. More specifically, the device:
- Is placed in the heart through a minimally invasive catheter-based procedure and has the potential to fill a significant treatment gap between guideline directed medical therapies (GDMT) as a first line therapy and highly invasive cardiac replacement therapies, including left ventricular assist devices (LVADs) and heart transplantation.
- Received FDA Breakthrough Device Designation in 2019 and CE mark in 2020 and has the potential to be the first device of its kind to market.
- Addresses an unmet need for approximately 800,000 patients who experience HFrEF in the U.S every year, representing a market opportunity for significant sustainable growth and meaningful impact. 3
Tim Schmid, Executive Vice President and Worldwide Chairman of Johnson & Johnson MedTech, said, “We are excited to welcome V-Wave to Johnson & Johnson MedTech and to take another meaningful step toward transforming the standard of care for cardiovascular disease. We recognize the importance of identifying more diverse and effective treatments for heart failure, and our recent track record demonstrates our focus on accelerating our impact on the most urgent and pressing unmet needs. We know V-Wave well, with our relationship dating back to our original investment in the company in 2016, and we have a deep understanding of the technology and science, as well as the company’s commitment to patients. We look forward to working with the V-Wave team at this pivotal stage of its evolution to bring the Ventura® Interatrial Shunt technology to patients.”
“At V-Wave, we are dedicated to achieving our vision to help patients around the world – and we know Johnson & Johnson MedTech shares this mission,” said Dr. Neal Eigler, Chief Executive Officer of V-Wave. “We are confident that Johnson & Johnson MedTech is well-positioned to ensure V-Wave’s breakthrough ideas and technology reach patients in need as quickly and effectively as possible. I couldn’t be prouder of the V-Wave team, and the commitment it has taken to achieve this milestone. We look forward to continuing to build a world where cardiovascular disease is prevented, treated, and cured.”
Transaction Details, Path to Completion, and Financial Impact
Under the terms of the agreement, Johnson & Johnson will acquire V-Wave for an upfront payment of $600 million, subject to customary adjustments, with the potential for additional regulatory and commercial milestone payments up to approximately $1.1 billion. The transaction is expected to close before the end of 2024, subject to the receipt of applicable regulatory approvals and other customary closing conditions.
In accordance with U.S. GAAP, the transaction will be accounted for as an asset acquisition, resulting in a non-tax deductible in-process research and development charge of approximately $600 million in the period the transaction closes. Johnson & Johnson expects the transaction to dilute adjusted earnings per share (EPS) by approximately $0.24 in 2024 and approximately $0.06 in 2025. Johnson & Johnson will provide an update to its full-year financial outlook when it reports third quarter 2024 results on October 15, 2024.
Following the completion of the transaction, V-Wave will be part of Johnson & Johnson MedTech, and financials will be reported within Johnson & Johnson MedTech’s Cardiovascular portfolio. Michael Bodner, Group President, Heart Recovery & Intravascular Lithotripsy, will assume responsibility for the V-Wave team upon close.
