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news.Roche and Memory Pharmaceuticals, a biopharmaceutical company, have announced that the two companies have signed a definitive merger agreement for Roche to fully acquire Memory in an all-cash transaction for $50 million.
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Under the terms of the merger agreement, Roche will commence a tender offer to acquire all of the outstanding shares of Memory common stock at a price of $0.61 per share in cash. This price represents a 319% premium to the closing price on November 24, 2008.
The closing of the tender offer will be subject to the tender of a number of shares that, together with the shares owned by Roche, represent a majority of the total number of outstanding shares (assuming the exercise of all exercisable options and warrants having an exercise price per share less than or equal to the tender offer price) and other customary conditions.
Following completion of the tender offer, Roche will acquire all remaining shares through a second step merger. Directors, officers and shareholders holding approximately 29.5% of the outstanding shares have agreed to tender their shares and otherwise support the transaction.
William Burns, CEO of Roche pharmaceuticals division, said: “Acquiring Memory will enable Roche to secure the future development of its promising nicotinic alpha-7 agonists. The innovative work carried out by the scientists at Memory will be fully integrated into Roche’s R&D portfolio with the aim of providing new hope for patients and caregivers affected by devastating diseases such as Alzheimer’s.”