NuPathe, a specialty pharmaceutical company focused on innovative neuroscience solutions for diseases of the central nervous system, has terminated its agreement and plan to merge with Endo Health Solutions, and its board has withdrawn its recommendation that stockholders accept Endo's offer to acquire all outstanding shares of NuPathe common stock.
NuPathe has entered into an agreement and plan to merge with Teva Pharmaceutical Industries, under which Teva will acquire NuPathe for $3.65 per share in cash. In addition to the upfront cash payment, NuPathe stockholders will receive rights to additional cash payments of up to $3.15 per share if specified net sales of NuPathe's migraine treatment, ZECUITY, are achieved.
"Teva's offer represents a premium of $0.80 per share (28%) over the upfront cash consideration offered by Endo, with equal contingent cash consideration," said Armando Anido, CEO of NuPathe.
The contingent cash consideration payments, which will not be publicly traded, are $2.15 per share in cash payable upon net sales of ZECUITY of at least $100 million in any four consecutive calendar quarters, on or prior to the 60 days following the ninth anniversary of the date of the first commercial sale of ZECUITY and $1 per share in cash payable upon net sales of ZECUITY of at least $300 million in any four consecutive calendar quarters, on or prior to the 60 days following the ninth anniversary of the date of the first commercial sale of ZECUITY.
Teva will acquire all remaining shares not tendered through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as to stockholders tendering their shares in the tender offer.
The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding NuPathe shares on a fully-diluted basis, the expiration or termination of any applicable waiting periods under applicable competition laws and other customary conditions. The board of directors of NuPathe unanimously approved the transaction, which is expected to be completed in February 2014.