Date: 2016-05-31
Type of information: Company acquisition
Acquired company: Celator Pharmaceuticals (USA - NY)
Acquiring company: Jazz Pharmaceuticals (Ireland)
Amount: $1.5 billion
Terms: * On July 12, 2016, Jazz Pharmaceuticals announced the results of its tender offer to purchase all of the outstanding shares of common stock of Celator Pharmaceuticals at $30.25 per share, net to the seller in cash, without interest (less any required withholding taxes). The tender offer is being effected by Jazz Pharmaceuticals' indirect wholly-owned subsidiary, Plex Merger Sub. The depositary for the tender offer has advised Jazz Pharmaceuticals and Celator Pharmaceuticals that, as of the expiration of the tender offer at one minute following 11:59 p.m. New York City time, on July 11, 2016 , a total of 36,516,173 shares of Celator common stock had been validly tendered and not withdrawn, representing approximately 81.13 percent of Celator's outstanding shares. In addition, the depositary advised that Notices of Guaranteed Delivery have been delivered with respect to 2,016,237 additional shares, representing approximately 4.48 percent of Celator's outstanding shares. All shares that were validly tendered and not validly withdrawn during the initial offering period have been accepted for payment. The condition to the tender offer that a majority of Celator's outstanding shares be validly tendered has now been satisfied and Jazz Pharmaceuticals intends to complete its acquisition of Celator promptly through a merger under Section 251(h) of the General Corporation Law of the State of Delaware ("DGCL"). In connection with the merger, each share of common stock of Celator not tendered in the tender offer (other than shares held by Celator and other than shares held by Celator stockholders who are entitled and have properly demanded appraisal in connection with the merger under Delaware law) will be converted into the right to receive $30.25 per share, net to the seller in cash, without interest (less any required withholding taxes); the same price per share paid in the tender offer. * On June 27, 2016, Jazz Pharmaceuticals announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), with respect to its proposed acquisition of Celator Pharmaceuticals, Inc. ("Celator"; Nasdaq: CPXX) expired effective June 24, 2016 , at 11:59 p.m. (Eastern Daylight Time) . The tender offer and withdrawal rights will expire at one minute following 11:59 p.m. , New York City Time, on July 11, 2016 , unless the tender offer is extended or terminated earlier in accordance with the terms of the definitive merger agreement. * On May 31, 2016, Jazz Pharmaceuticals and Celator Pharmaceuticals announced that they have entered into a definitive agreement for Jazz Pharmaceuticals to acquire Celator for $30.25 per share in cash, or approximately $1.5 billion . The transaction is structured as a tender offer and second step merger. The closing of the tender offer is conditioned upon customary conditions, including the tender of a majority of the outstanding shares of Celator common stock and expiration or termination of the Hart Scott Rodino waiting period. The transaction is expected to close in the third quarter of 2016. Certain stockholders of Celator holding approximately 18.4 percent of Celator's outstanding shares of common stock, including executive officers, members of the Celator board of directors and certain investment funds affiliated with the members of the board of directors, have agreed to tender their shares in the tender offer.
Jazz Pharmaceuticals expects to finance the transaction with a combination of cash on hand and borrowings under its senior secured credit facility.
Jazz Pharmaceuticals' financial advisor for the transaction is RBC Capital Markets , and its primary legal advisor is Cooley LLP . Celator Pharmaceuticals' financial advisor for the transaction is MTS Health Partners , and its primary legal advisor is Kirkland and Ellis LLP .
Details: The transaction with Celator is well-suited to advance Jazz Pharmaceuticals' growth strategy. Vyxeos® is the first product candidate to demonstrate a statistically significant improvement in Overall Survival in patients with high-risk (secondary) acute myeloid leukemia.
Related: Cancer - Oncology
