Date: 2015-01-11
Type of information: Company acquisition
Acquired company: NPS Pharma (USA - NJ)
Acquiring company: Shire (UK - USA)
Amount: $5.2 billion (€4.4 billion)
Terms:
- • On February 21, 2015, Shire announced the successful completion of the tender offer for all of the outstanding shares of NPS Pharmaceuticals and the subsequent acquisition of NPS Pharma. The tender offer expired at 12:00 midnight, New York City time, at the end of Friday, February 20, 2015, and was not extended. As of the expiration of the tender offer, a total of approximately 88,869,118 common shares of NPS Pharma (excluding 7,599,694 common shares of NPS Pharma guaranteed to be delivered within the next three NASDAQ trading days) had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 81.7% of the outstanding common shares of NPS Pharma. All shares that were validly tendered and not withdrawn pursuant to the tender offer were accepted for payment today. After the acceptance of shares that were validly tendered and not withdrawn pursuant to the tender offer, Shire completed the acquisition of NPS Pharma through a merger of one of Shire's subsidiaries with and into NPS Pharma. In connection with the merger, all common shares of NPS Pharma that were not accepted for payment in the tender offer (excluding any shares held by NPS Pharma as treasury stock (other than any shares held in an NPS Pharma benefit plan) and any shares with respect to which the holders have properly demanded appraisal rights in accordance with Delaware law) were converted into the right to receive $46.00 per share in cash, without interest and less any applicable withholding taxes, the same price that will be paid for shares accepted for payment in the tender offer. Following completion of the merger, NPS Pharma became a wholly owned subsidiary of Shire and NPS Pharma’s shares ceased to be traded on NASDAQ.
- • On January 11, 2015, Shire and NPS Pharmaceuticals announced that the companies have entered into a merger agreement pursuant to which Shire will acquire all the outstanding shares of NPS Pharma for $46.00 per share in cash, for a total consideration of approximately $5.2 billion. The $46.00 per share price in the transaction represents a 51% premium to NPS Pharma's unaffected share price of $30.47 on December 16, 2014. Shire anticipates enhanced revenue and earnings growth profile. Related to the acquisition, Shire anticipates that it will realize operating synergies beginning in 2016 and growing substantially thereafter. Shire anticipates synergies approximating 25-35% of the Street’s consensus forecast of NPS Pharma’s standalone future operating cost base from 2017 onward. Shire also expects that the transaction will deliver ROIC in excess of its weighted average cost of capital. Shire has secured an $850 million fully underwritten short-term bank facility, which, in addition to Shire’s cash and cash equivalents and its existing $2.1 billion five-year revolving credit facility, is available to finance the transaction and pay related fees and expenses. Shire plans to refinance the short-term bank facility through new debt issuances in due course.
- The acquisition is structured as an all-cash tender offer for all of the outstanding shares of NPS Pharma at a price of $46.00 per share followed by a merger in which each remaining untendered share of NPS Pharma common stock would be converted into the same $46.00 cash per share consideration as in the tender offer. The closing of the transaction is subject to customary conditions, including the tender of a majority of the outstanding NPS Pharma shares and the receipt of Hart-Scott-Rodino clearance. Pending such closing conditions, it is anticipated that the transaction will close in the first quarter of 2015.
- Citigroup Global Markets Limited and Lazard are acting as joint financial advisors to Shire. Goldman, Sachs & Co. and Leerink Partners LLC are acting as financial advisors to NPS Pharma. Davis Polk & Wardwell LLP and Slaughter & May are acting as legal advisors to Shire and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to NPS Pharma.
Details:
- NPS Pharma is a rare disease-focused biopharmaceutical company. Its first product, Gattex®/Revestive® (teduglutide) for injection, is approved in the United States and Europe. The drug is the first analog of GLP-2 approved to treat short bowel syndrome, a disease which may require patients to get their nutrition intravenously through a central line. In Europe, the drug is indicated for the treatment of adult patients with short bowel syndrome who should be stable following a period of intestinal adaptation after surgery. to treat adults with short bowel syndrome (SBS) who are dependent on parenteral support. NPS Pharma also has a registration phase product, Natpara®/Natpar® (rhPTH [1-84]) for the treatment of hypoparathyroidism. Gattex® injection has been launched in the U.S. to treat adults with short bowel syndrome (SBS). NPS Pharma is in the process of launching the product in Europe under the trade name Revestive®. NPS Pharma has an ongoing Phase 2a study evaluating its lead pipeline candidate NPSP795 for the treatment of adults with autosomal dominant hypocalcemia. NPS Pharma has an operational presence in the U.S., Canada, Europe, Latin America and Japan. The value of NPS Pharma’s gross assets were $282.2 million with net assets totaling $130.9 million as of September 30, 2014. NPS Pharma’s losses before tax for the three and nine month periods ending September 30, 2014 were $1.9 million and $6.2 million, respectively.
- NPS Pharma currently has several successful partnerships in place. Amgen markets cinacalcet HCl as Sensipar® in the U.S. and as Mimpara® in the EU; Janssen Pharmaceuticals markets tapentadol as Nucynta® in the U.S.; and Kyowa Hakko Kirin markets cinacalcet HCI as Regpara® in Japan, Hong Kong, Malaysia, Macau, Singapore, and Taiwan. NPS Pharma earned royalty revenues of $123.8 million for 2013 and $89.5 million for the first nine months ending September 30, 2014.
- NPS Pharma is developing teduglutide as a treatment for pediatric SBS. NPS Pharma is currently conducting a global study for teduglutide in pediatric patients with SBS who are dependent on parenteral support. NPS Pharma is also investigating NPSP795, a small molecule antagonist of the calcium-sensing receptor, which is believed to play a role in the distribution of PTH [1-84] throughout the body by antagonizing calcium-sensing receptors on the parathyroid gland to trigger a release of the body's stores of PTH [1-84]. NPSP795 is in development as a treatment for autosomal dominant hypocalcemia (ADH).
Related: Rare diseases
Is general: Yes
