ViroPharma and Lev Pharmaceuticals have signed a definitive merger agreement under which ViroPharma will acquire Lev for $442.9 million of upfront consideration, or $2.75 per Lev share, comprised of $2.25 per share in cash and $0.50 per share in ViroPharma common stock.
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In addition, Lev shareholders will receive the non-transferrable contractual right to two contingent payments of $0.50 each that could deliver up to an additional $174.6 million, or $1 per share in cash, if the company meets certain targets.
The acquisition of Lev Pharmaceuticals is said to further enhance ViroPharma’s pipeline with Cinryze (C1 inhibitor (human)), which is currently under regulatory review for approval by the FDA as a replacement therapy for patients with hereditary angioedema, also known as C1 esterase inhibitor deficiency.
The transaction with a potential net aggregate value of up to $617.5 million has been unanimously approved by the boards of directors of both companies. The companies expect the transaction to be completed by the end of 2008. In addition, concurrently with the execution of the merger agreement, ViroPharma purchased $20 million of Lev common stock.
Vincent Milano, president and CEO of ViroPharma, said: “This transaction is consistent with ViroPharma’s stated objective of broadening our portfolio of therapies for serious life-threatening conditions in selected specialty markets.”
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