Under the agreement, Stiefel Laboratories will purchase all of the outstanding shares of Barrier Therapeutics at a price of $4.15 per share in cash, representing a 73% premium to Barrier Therapeutics’s average closing price for the past 30 days.
The transaction, valued at approximately $148 million, is subject to the valid tender of a majority of Barrier Therapeutics’s fully diluted common stock, regulatory approvals and other customary conditions, but is not subject to any financing conditions. The parties expect the transaction to close by the end of the third quarter of 2008.
The tender offer will be followed by a merger in which any untendered outstanding shares of Barrier Therapeutics common stock would be converted into the right to receive the same cash price per share paid in the tender offer.
Deutsche Bank Securities is acting as financial adviser to Stiefel Laboratories, and Willkie Farr & Gallagher is acting as Stiefel Laboratories’s legal counsel in the transaction.
Charles Stiefel, chairman and CEO of Stiefel, said: “We are very impressed with Barrier’s products and unique pipeline of clinical candidates, which will significantly enhance Stiefel Laboratories’s therapeutic product portfolio and pipeline for major disease categories across the field of dermatology.”