Raleigh, N.C.-based Salix Pharmaceuticals has received an unsolicited proposal from Endo International, a global specialty healthcare company headquartered in Dublin, Ireland, to acquire all outstanding shares of common stock of the company for a combination of 1.4607 shares of Endo common stock and $45 cash per share of common stock. Based on the closing stock price of Endo on March 10, 2015, the transaction is valued at $175 per Salix share.
The Salix board of directors, in consultation with its financial and legal advisors, will carefully review and consider the proposal and pursue the course of action that it believes is in the best interests of the company’s stockholders.
As previously announced, Salix is party to an agreement and plan of merger, dated Feb. 20, with Valeant Pharmaceuticals International, and certain of its subsidiaries pursuant to which Salix stockholders would receive an amount in cash equal to $158 per share for each share of Salix common stock they own.
Endo believes its cash and stock proposal would provide Salix shareholders with a substantial premium and immediate cash value, as well as the opportunity to participate in the significant upside potential of a global leader in specialty pharmaceuticals with a highly diversified platform for future growth, through a material equity component. Endo believes its proposal constitutes a "Superior Proposal" under the terms of Salix's merger agreement with Valeant.
If a negotiated transaction were to be agreed to with Salix, Endo anticipates the transaction could close in the second quarter and is confident it would obtain any regulatory and shareholder approvals. The proposed transaction would not be subject to any financing condition.