Date: 2013-05-28
Type of information: Company acquisition
Acquired company: Omthera Pharmaceuticals (USA)
Acquiring company: AstraZeneca (UK)
Amount: up to $443 million (€342.5 million)
Terms: * On May 28, 2013, AstraZeneca has announced that it has entered into a definitive agreement to acquire Omthera Pharmaceuticals, a specialty pharmaceutical company based in Princeton, New Jersey, focused on the development and commercialisation of new therapies for abnormal levels of lipids in the blood, referred to as dyslipidemia.
Under the terms of the agreement, AstraZeneca will acquire Omthera for $12.70 per share, or approximately $323 million, which has an Enterprise Value of approximately $260 million after incorporating Omthera’s cash balances of approximately $63 million. This represents a premium of 88% on Omthera’s closing price on Friday 24 May 2013. In addition to the cash payment, each Omthera shareholder will receive Contingent Value Rights (CVRs) of up to approximately $4.70 per share, equating to approximately $120 million in total, if specified milestones related to Epanova are achieved, or if a milestone related to global net sales is achieved. This will bring the total potential acquisition cost to approximately $443 million.
The Board of Directors of Omthera has unanimously approved the terms of the agreement, and has recommended that its shareholders approve the transaction. AstraZeneca’s Board has also approved the terms of the agreement. Subject to the approval of Omthera’s shareholders as well as other conditions including customary regulatory approvals, the transaction is expected to close in the third quarter of 2013. Omthera’s shareholders representing approximately 60% of the current total shares outstanding have entered into a voting agreement with AstraZeneca to vote in favour of the transaction, subject to the conditions set out in the voting agreement.
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