Salix Pharmaceuticals will merge with Cosmo Technologies, a subsidiary of Italy-based Cosmo Pharmaceuticals. Salix will become a wholly owned subsidiary of Irish-domiciled Cosmo Tech, which will change its name to Salix Pharmaceuticals.
Salix Pharmaceuticals will own Cosmo’s U.S. patents for rifamycin MMX, methylene blue MMX and Uceris, and have specified rights of negotiation with respect to all products Cosmo or its affiliates seek to develop or commercialize in the U.S. In addition, Salix Pharmaceuticals will acquire Cosmo’s patents for rifamycin MMX in Canada, specified Latin American countries, India, China, Japan and the rest of the Far East, excluding Australia and New Zealand, and Cosmo’s patents for Uceris in Japan.
The transaction enhances Salix’s position as a developer and marketer of products in the U.S. to treat gastrointestinal disease and disorders and establishes a corporate structure that enhances Salix’s acquisition strategy and organic growth.
Shareholders of Salix are expected to own slightly less than 80% of the ordinary shares of Salix Pharmaceuticals, and Cosmo is expected to own slightly more than 20%. Additionally, Cosmo will have the right to designate one director to the board of directors of Salix Pharmaceuticals and will be subject to certain standstill provisions for at least 10 years following the completion of the merger. The transaction is expected to close in the fourth quarter of 2014.
The current officers and members of the executive team of Salix will continue in their respective capacities within Salix Pharmaceuticals.