The Japanese drugmaker said on Monday it was particularly attracted by Neuroderm's Parkinson's disease drug that is in advanced clinical trials in the United States and Europe and is expected to go on sale in the 2019 financial year.
It said the deal was intended to help it "achieve its U.S. sales target of 80 billion yen" ($722 million) by its 2020 financial year.
The deal will be the largest ever purchase of an Israeli firm by a Japanese company, surpassing internet retailer Rakuten Inc's (4755.T) $900 million acquisition of chat app Viber in 2014. It will also be the largest acquisition of an Israeli pharmaceutical company.
Mitsubishi Tanabe Pharma will pay $39 for each Neuroderm share, a premium of about 17 percent to its Friday close. The deal has the backing of Neuroderm's board and is expected to close in the fourth quarter of 2017 following shareholder and regulatory approvals.
The price is also a 79 percent premium to Neuroderm's share price on June 9, before the stock began climbing on media reports the company was considering a sale.
Neuroderm's Nasdaq-listed shares were up 15.2 percent at $38.25 in pre-market trade.
"Given the significant premium offered and existing shareholder agreements, we regard a counter bid to perhaps be unlikely," Jefferies analyst Peter Welford said in a note to clients.
Neuroderm is developing drug-device combinations for central nervous system disorders and its lead product is ND0612 for the treatment of Parkinson's disease. Neuroderm has said its goal is to submit regulatory applications for ND0612 in Europe by the end of 2018.
Welford said if the drug was approved, peak sales worldwide could reach $1.7 billion.