Upsher-Smith Laboratories Inc., a specialty pharmaceutical company based in Maple Grove, announced Wednesday that it has agreed to acquire the British biotechnology company Proximagen Group PLC for as much as $554.7 million.

Proximagen specializes in the development and commercialization of therapeutics for diseases of the central nervous system including epilepsy, Parkinson's disease and Alzheimer's disease, which also is a focus of Upsher-Smith.

"We have been very impressed with the quality and breadth of Proximagen's portfolio of programs, and the commitment and expertise of Proximagen's employees," Upsher-Smith CEO Mark Evenstad said in a prepared statement.

Proximagen is a publicly held, development-stage company with 45 employees. The acquisition represents the culmination of a four-year partnership between the two companies in which Upsher-Smith has served as a "strategic shareholder" in the British-based company. Upsher-Smith holds a 17 percent stake.

Upsher-Smith has offered about $347 million for the British company. But the purchase price could rise to nearly $555 million if two Proximagen drugs perform well in testing.

"We believe that Proximagen has significant potential and we are excited about the opportunity of bringing new therapies to market that will benefit patients," Evenstad said. In a phone interview, Evenstad said it was too early to project when testing of Proximagen drugs could be completed.

He said the acquisition expands Upsher-Smith's research and product development capacities. "They're developing first-in-class therapeutics in core disease areas," Evanstad said. Upsher Smith licensed a Proximagen treatment for epilepsy in 2010.

The acquisition is subject to the approval of Proximagen shareholders but has the unanimous recommendation of the company's board. The deal is also subject to court approval in England and Wales.

Jim Cloyd, a professor at the College of Pharmacy at the University of Minnesota who has consulted for Upsher-Smith, and said the company wants to develop and market more drugs to treat neurological disorders.

Upsher-Smith already has many good products, he said. "I assume it would be a good match to acquire [Proximagen's] pipeline and probably their expertise."

Privately held Upsher-Smith, which has 600 employees and generated $451 in revenue in 2011, said it would retain Proximagen's operations in England.

Proximagen has a number of treatment programs in various stages of development for the central nervous system, inflammation, oncology and opthalmology.

Privately owned Upsher-Smith was founded in 1919 when it began processing digitalis drug products for patients with congestive heart failure. The company still produces cardiology products as well as neurology, dermatology and women's health.

David Phelps • 612-673-7269 • dphelps@startribune.com Walker Moskop • 612-673-4265 • walker.moskop@startribune.com