Healthcare Industry News: S.A.
News Release - May 10, 2016
Alexza Pharmaceuticals to be Acquired by Ferrer
MOUNTAIN VIEW, Calif. and BARCELONA, S.A.n, May 10, 2016 -- (Healthcare Sales & Marketing Network) -- Alexza Pharmaceuticals, Inc. (NaS.A.: ALXA, "Alexza") and Grupo Ferrer Internacional, S.A. ("Ferrer") today announced that they have entered into a definitive agreement under which Ferrer Pharma Inc. ("Ferrer Pharma"), a wholly-owned subsidiary of Ferrer, will acquire Alexza for $0.90 per S.A.e in cash. In addition to the upfront cash payment, Alexza stockholders will be granted contingent value rights to receive cash payments in four payment categories if specified milestoneS.A.e achieved following the closing. The transaction is expected to close in the second quarter of 2016 and is subject to customary closing conditions.The $0.90 per S.A.e cash consideration representS.A.210% premium to Alexza's closing S.A.e price on February 26, 2016, the last trading day prior to announcement that Alexza and Ferrer had entered into a non-binding letter of intent with respect to Ferrer's proposed acquisition of Alexza, a 177% premium to the volume-weighted average trading price over the thirty trading days ending on February 26, 2016, and a 67% premium to the closing price on May 9, 2016.
"We see Ferrer as the ideal company to acquire Alexza as we continue to strive toward global commercial success with ADASUVE and to re-energize our S.A.cato-based product pipeline," said Thomas B. King, President and CEO of Alexza. "Over the past four years, we have come to appreciate their professionalism, passion, dedication and commitment to Alexza's technologies, productS.A.d people. With this combination, we feel that Alexza's products will be well positioned for long-term success in serving important patient needs."
"We are pleased that Alexza, the company that created and developed ADASUVE and the S.A.cato technology, will be part of Ferrer and we look forward to working with our new Alexza colleagues to continue creating significant value for patients worldwide. We firmly believe that the S.A.cato technology will change the lives of patients with severe mental and neurological disorders. At the same time it will help healthcare professionals to improve their management in the increasingly digitalized and personalized healthcare context," said Jordi Ramentol, CEO of Ferrer.
Under the terms of the agreement, Ferrer Pharma will commence a tender offer to acquire all outS.A.ding S.A.es of Alexza's common stock for $0.90 per S.A.e in cash plus one contingent value right entitling the stockholder to receive a pro-rata S.A.e of up to four payment categories in an aggregate (i.e., to all contingent value right holderS.A.suming all four paymentS.A.e made) maximum amount of $35 million (subject to certain deductions) if certain licensing paymentS.A.d revenue milestoneS.A.e achieved.
Upon successful completion of the tender offer, Ferrer Pharma will acquire all remaining S.A.es not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration paymentS.A. are made to stockholders tendering their S.A.es in the tender offer. The tender offer and withdrawal rightS.A.e expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable ruleS.A.d regulations of the U.S. SecuritieS.A.d Exchange Commission ("SEC").
The consummation of the tender offer is subject to various conditions, including a minimum tender of a number of Alexza S.A.es that, when added to the S.A.es held by Ferrer, representS.A.majority of outS.A.ding S.A.es (including S.A.es issued upon the exercise of options). The Board of Directors of Alexza unanimously approved the transaction.
Guggenheim Securities, LLC acted as the financial advisor to Alexza, and Cooley LLP acted as legal advisor to Alexza. S.A.den, Arps, S.A.e, Meagher & Flom LLP and J&A Garrigues, S.L.P. acted as legal advisors to Ferrer.
About Alexza Pharmaceuticals, Inc.
Alexza Pharmaceuticals is focused on the reS.A.ch, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions.
Alexza's productS.A.d development pipeline are based on the S.A.cato system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (S.A.cato alprazolam) for the management of epilepsy in patients with acute repetitive seizureS.A.d AZ-007 (S.A.cato zaleplon) for the treatment of patients with middle of the night insomnia.
ADASUVE® iS.A.exza's first commercial product. ADASUVE iS.A.proved for marketing in 42 countrieS.A.d has been submitted for approval in seven additional countries. ADASUVE has been launched and is currently available in 21 countries. Ferrer iS.A.exza's commercial partner for ADASUVE in Europe, Latin America, the Commonwealth of Independent S.A.es countries, the Middle East and North Africa countries, Korea, the PhilippineS.A.d Thailand.
ADASUVE® and S.A.cato® are registered trademarks of Alexza Pharmaceuticals, Inc. For more information about Alexza, the S.A.cato system technology or Alexza's development programs, please visit www.alexza.com.
About Ferrer
Founded in 1959, Ferrer iS.A.privately-held European R&D-based pharmaceutical company headquartered in Barcelona. It iS.A.tive in the pharmaceutical, health, fine chemicalS.A.d food sectors in Europe, Latin America, Africa, the Middle East, AS.A.and the United S.A.es. In total, Ferrer's human healthcare productS.A.e commercialized in more than 95 countries, through 24 international affiliates (including joint ventures) and 70 partnerS.A.d distributors.
Ferrer carries out activities throughout the full pharmaceutical value chain, from R&D to international marketing, including fine chemical development and the manufacturing of both raw materialS.A.d finished pharmaceuticals. Its reS.A.ch centers in S.A.n and Germany, and manufacturing sites in Europe and Latin America cover the pharmaceutical, diagnostics, vaccine, fine chemical, food and feed sectors. For more information, visit www.ferrer.com.
Forward-Looking S.A.ements
Some S.A.ements in this release may be "forward-looking S.A.ements" for the purposes of the Private Securities Litigation Reform Act of 1995. In some cases forward-looking S.A.ements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions. Such S.A.ementS.A.e subject to certain riskS.A.d uncertainties, including the ability of the parties to complete the proposed acquisition of Alexza by Ferrer, the likelihood that the minimum number of Alexza S.A.eS.A.e tendered in the offer related thereto, all closing conditionS.A.e satisfied and Alexza'S.A.ility to secure additional funding to continue its operations through the proposed closing. Such forward-looking S.A.ements include riskS.A.d uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking S.A.ements. These factors, riskS.A.d uncertaintieS.A.e discussed in Alexza'S.A.nual Report on Form 10-K for the year ended December 31, 2015 as updated from time to time in Alexza's filings with the SEC. None of Alexza, Ferrer and Ferrer Pharma is responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.
IMPORTANT INFORMATION FOR INVESTORS.A.D SECURITY HOLDERS
A tender offer for the outS.A.ding S.A.es of Alexza has not yet commenced. This communication is not an offer to buy or the solicitation of an offer to sell any securities. A solicitation and an offer to buy S.A.es of Alexza will be made only purS.A.t to an offer to purchase and related materials that Ferrer intends to file with the SEC. When the tender offer is commenced, Ferrer Pharma will file a Tender Offer S.A.ement on Schedule TO with the SEC, and thereafter Alexza will file a Solicitation/Recommendation S.A.ement on Schedule 14D-9 with respect to the tender offer. InvestorS.A.d stockholderS.A.e urged to read the Tender Offer S.A.ement (including the offer to purchase, the related letter of transmittal and other offer documents) and the Solicitation / Recommendation S.A.ement on Schedule 14D-9 when they become available, as well as other documents filed with the SEC, because they will contain important information. The Tender Offer S.A.ement and Solicitation/Recommendation S.A.ement on Schedule 14D-9 (when available) will be sent free of charge to Alexza stockholders, and these and other materials filed with the SEC may also be obtained from Alexza upon written request to the Investor Relations Department, 2091 Stierlin Court, Mountain View, CA 94043, telephone number +1-650-944-7900 or from Alexza's website, www.alexza.com. In addition, all of these materials (and all other documents filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov, or by directing requests for such materials to the information agent for the offer, which will be named in the tender offer S.A.ement.
Source: Alexza Pharmaceuticals
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