Date: 2011-05-02
Type of information: Company acquisition
Acquired company: Cephalon (USA)
Acquiring company: Teva Pharmaceuticals (Israel)
Amount: $6.8 billion (€10.1 billion)
Terms: Teva Pharmaceutical Industries and Cephalon have announced that their Boards of Directors have unanimously approved a definitive agreement under which Teva will acquire all of the outstanding shares of Cephalon for $81.50 per share in cash, or a total enterprise value of approximately $6.8 billion (€10.1 billion). The purchase price of $81.50 per share represents a 39% premium to Cephalon’s stock price on March 29, 2011, the last closing price before the unsolicited proposal was announced; a premium of 44% to Cephalon’s average closing stock price over the last 30 trading days prior to the unsolicited proposal; a 12% premium to the unsolicited proposal of $73.00 per share; and a premium of 6% to Cephalon’s closing stock price on April 29, 2011. The transaction is not conditioned on financing and is expected to be completed in the third quarter of 2011.
The transaction has no financing condition. Teva intends to finance the transaction through cash on hand, lines of credit and the public debt market. The transaction is subject to the satisfaction of customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and clearance by the European Commission under the EC Merger Regulation, as well as the approval of Cephalon stockholders.
Details: The transaction reinforces Teva’s long term strategy of building out its branded and specialty pharmaceutical business through diversification and expansion of the company’s product portfolio and pipeline. The combined company will utilize its complementary commercial, R&D and operational capabilities. It will capture value by providing customers with a broad spectrum of specialty branded products. The combined company’s sizable branded portfolio represents approximately $7 billion in sales, with a robust pipeline including more than 30 late-stage compounds. The transaction will create immediate and sustainable value in niche therapeutic areas including CNS, oncology, respiratory and pain management. The combined company will become a leader in specialty pharma.
As a result of the transaction, Teva will expand and diversify its marketed products in CNS, and will add commercial presence in oncology and pain management. The combined company will have more than 20 branded products, with pro forma branded sales of approximately $7 billion. The combined company will have more than 30 compounds in late-stage development, including three products in filing stage. Teva expects to realize annual cost synergies of at least $500 million in year three following the transaction’s close.
Related: Specialty pharma
CNS diseases
Cancer - Oncology
Respiratory diseases
