Healthcare Industry News: S.A.
News Release - June 4, 2008
Ipsen to Acquire Tercica
$9.00 per S.A.e to Be Paid in CashBRIS.A.E, Calif.--(HSMN NewsFeed)--Tercica, Inc. (NaS.A.: TRCA ) today announced that Tercica and Ipsen, S.A. (Euronext: IPN) have entered into a definitive merger agreement by which an affiliate of Ipsen would acquire all of the S.A.es of Tercica common stock that Ipsen does not currently own at a price of $9.00 per S.A.e in cash, which values Tercica at approximately $663 million. This transaction, which is subject to approval by Tercica stockholders holding a majority of the outS.A.ding Tercica common stock, has been unanimously approved by Tercica’s Board of Directors following recommendation and approval by a Special Committee of Tercica’s Board of Directors comprised of three independent non-employee directors.
“The combination of Ipsen’S.A.d Tercica’s development and product portfolios provides the opportunity to create a leading global endocrinology company,” said John A. S.A.lett, M.D., Chief Executive Officer of Tercica. “We believe this transaction recognizes the value we have created at Tercica and provides our stockholders with attractive financial terms.”
Ipsen and itS.A.filiates currently own approximately 25.3% of the outS.A.ding Tercica common stock. Ipsen haS.A.reed to exercise its outS.A.ding Tercica warrant and convert its outS.A.ding Tercica convertible notes promptly following today’S.A.reement. Upon such exercise and conversion, Ipsen and itS.A.filiates will own approximately 42.7% of the outS.A.ding Tercica common stock.
Certain stockholders of Tercica, who collectively own 1.4% of the outS.A.ding Tercica common stock (after giving effect to the exercise and conversion of the warrantS.A.d convertible notes held by Ipsen and itS.A.filiates), have executed voting agreements in conjunction with the merger purS.A.t to which they have agreed to vote the S.A.es of Tercica common stock they hold in favor of the transaction. Ipsen and itS.A.filiates have also agreed to vote their Tercica S.A.es in favor of the merger.
Ipsen intends to finance this transaction through a combination of existing internal financial resourceS.A.d bank loan financing.
The proposed cash offer representS.A.104% premium to Tercica’s closing price on June 4, 2008 and a 74% premium to the volume-weighted average closing S.A.e price during the last three months.
Tercica’s Board of Directors, following the unanimous recommendation and approval by the Special Committee of Tercica’s Board of Directors who were advised by independent legal and financial advisors, have approved the merger agreement and recommend that Tercica’s stockholders vote to approve the merger.
The completion of the merger is subject to the satiS.A.tion or waiver of customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust ImprovementS.A.t.
Lehman Brothers is serving as financial advisor, and Morris, Nichols, Arsht & Tunnell LLP is serving as legal counsel, to the Special Committee of the Board of Directors of Tercica, and Tercica is represented by Cooley Godward Kronish LLP, Palo Alto, California.
Conference Call Information
Management will host a conference call beginning at 9:00 a.m. Eastern time (6:00 a.m. Pacific time) on ThurS.A., June 5, 2008, to discuss this transaction.
Individuals interested in listening to the live conference call may do so by dialing (888) 803-8296 toll free within the U.S. and Canada, or (706) 634-1250 for international callerS.A.d entering reservation number 50932016.
About Tercica
Tercica iS.A.biopharmaceutical company committed to improving endocrine health by partnering with the endocrine community to develop and commercialize new therapeutics for pediatric and adult growth disorders, and for adult metabolic disorders. For further information on Tercica, please visit www.tercica.com.
About Ipsen
Ipsen iS.A. innovation-driven international specialty pharmaceutical group with over 20 products on the market and a total worldwide S.A.f of nearly 4,000. Its development strategy is based on a combination of specialty products, which are growth drivers, in targeted therapeutic areas (oncology, endocrinology and neuromuscular disorders), and primary care products which contribute significantly to its reS.A.ch financing. The location of its four ReS.A.ch & Development centers (Paris, Boston, Barcelona, London) and its peptide and protein engineering platform give the Group a competitive edge in gaining access to leading university reS.A.ch teamS.A.d highly qualified personnel. More than 700 people in R&D are dedicated to the discovery and development of innovative drugs for patient care. This strategy iS.A.so supported by an active policy of partnerships. In 2007, ReS.A.ch and Development expenditure waS.A.out €185 million, in excess of 20% of consolidated sales, which amounted to €920.5 million while total revenueS.A.ounted to €993.8 million. Ipsen’s S.A.eS.A.e traded on Segment A of Eurolist by Euronext(TM) (stock code: IPN, ISIN code: FR0010259150). Ipsen’s S.A.eS.A.e eligible to the “Service de Règlement Différé” (“SRD”) and the Group is part of the SBF 120 index. For more information on Ipsen, visit the website at www.ipsen.com.
Safe Harbor S.A.ement
This press release contains “forward-looking S.A.ements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, of Tercica relating to the proposed acquisition of Tercica by Ipsen. Such forward-looking S.A.ements include but are not limited to S.A.ements regarding the anticipated closing of the acquisition of Tercica, Ipsen’s future ownership interest in Tercica, Ipsen’S.A.ility to finance the transaction and the expected benefits of the acquisition. Words such as “would,” “will,” “opportunity,” “believe,” “intends,” “may” and similar expressionS.A.e intended to identify forward-looking S.A.ements. Any S.A.ements contained in this press release that are not S.A.ements of historical fact may be deemed to be forward-looking S.A.ements. These forward-looking S.A.ementS.A.e based upon Tercica’s current expectations. Forward-looking S.A.ements involve riskS.A.d uncertainties. Tercica’S.A.tual resultS.A.d the timing of events could differ materially from those anticipated in such forward-looking S.A.ementS.A. a result of these riskS.A.d uncertainties, which include, without limitation, the risk that the acquisition may not be consummated as the transaction is subject to certain closing conditions, the closing of the transaction may be delayed and the expected benefits of the acquisition may not be realized. Other risk factors related to Tercica’s businesS.A.e discussed under “Risk Factors” in Tercica’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and other periodic filings with the SEC. Tercica expressly disclaimS.A.y obligation or undertaking to release publicly any updates or revisions to any forward-looking S.A.ements contained herein.
Additional Information about the Proposed Transaction and Where You Can Find It
Tercica plans to file a proxy S.A.ement with the SecuritieS.A.d Exchange Commission relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Tercica to be held for the purpose of voting on the adoption of the merger agreement relating to the proposed transaction. Tercica and Beaufour Ipsen Pharma also intend to file a transaction S.A.ement on Schedule 13E-3 with the SEC relating to the Merger. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, SECURITY HOLDERS.A.E URGED TO READ THE PROXY S.A.EMENT, TRANSACTION S.A.EMENT ON SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy S.A.ement, transaction S.A.ement on Schedule 13E-3 and other relevant materials, and any other documents filed by Tercica with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders of Tercica may obtain free copies of the documents filed with the SEC by contacting Tercica’s Investor Relations department at (650) 624-4992 or Investor Relations, Tercica, Inc., 2000 Sierra Point Parkway, Suite 400, BriS.A.e, California 94005. You may also read and copy any reports, S.A.ementS.A.d other information filed by Tercica with the SEC at the SEC public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Tercica and its executive officerS.A.d directors may be deemed to be participants in the solicitation of proxies from the stockholders of Tercica in favor of the proposed transaction. A list of the names of Tercica’s executive officerS.A.d directors, and a description of their respective interests in Tercica, are set forth in the proxy S.A.ement for Tercica’s 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2008, and in any documents subsequently filed by its directorS.A.d executive officers under the SecuritieS.A.d Exchange Act of 1934, aS.A.ended.
If and to the extent that executive officers or directors of Tercica will receive any additional benefits in connection with the proposed transaction that are unknown as of the date of this filing, the details of such benefits will be described in the proxy S.A.ement and security holders may obtain additional information regarding the interests of Tercica’s executive officerS.A.d directors in the proposed transaction by reading the proxy S.A.ement when it becomeS.A.ailable.
Source: Tercica
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