September 22, 2014 / 12:22 PM / 3 years ago

UPDATE 2-Auxilium says Endo offer undervalues company, but open to talks

* Endo says willing to work with Auxilium on a deal

* Endo’s shares down 1 pct; Auxilium’s shares down 0.7 pct (Adds Endo’s response)

Sept 22 (Reuters) - Auxilium Pharmaceuticals Inc said its board had determined that Endo International Plc’s $2.2 billion takeover offer “significantly undervalues” the company, but left the door open for talks on a possible deal.

Endo, which is seeking to expand its men’s healthcare products business, made an unsolicited offer for Auxilium last week, prompting the company to adopt a “poison pill” takeover defense.

Auxilium said it maintained the right to engage in discussions with Endo, while Endo said it was willing to work with Auxilium on a deal.

A deal would probably scupper Auxilium’s agreement to buy Canadian eye-drug maker QLT Inc. Endo, whose men’s healthcare products include testosterone replacement therapy Aveed, has said it is only interested in Auxilium.

Auxilium’s shares were down about 0.83 percent $30.89 in early trading, while Endo’s stock was down 1.5 percent at $66.64.

If the deal succeeds, Endo would gain access to Auxilium drugs such as Xiaflex, which is approved to treat curvature of the penis - a condition known as Peyronie’s disease - and Dupuytren’s contracture, a progressive hand disease that affects a person’s ability to straighten and properly use their fingers.

Auxilium said in June that it would buy Vancouver-based QLT for $346 million, in an all-stock deal aimed at cutting its tax bill by moving its headquarters to Canada.

The board reiterated on Monday that it backed the offer to buy QLT.

Endo has already moved its tax domicile overseas to cut its tax bill. The company shifted base to Ireland from Malvern, Pennsylvania last year when it bought Canadian drugmaker Paladin Labs Inc.

Endo offered cash-and-stock worth $28.10 per share to buy Auxilium on Sept. 16.

Auxilium’s stock trades at more than three times its intrinsic value, according to Thomson Reuters StarMine data. (Reporting by Ankur Banerjee in Bangalore; Editing by Kirti Pandey and Simon Jennings)

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