This transaction, which is subject to approval by Tercica stockholders holding a majority of the outstanding Tercica common stock, has been unanimously approved by Tercica’s board of directors following recommendation and approval by a special committee of Tercica’s board of directors comprised of three independent non-employee directors.
Ipsen has agreed to exercise its outstanding Tercica warrant and convert its outstanding Tercica convertible notes promptly following agreement. Upon such exercise and conversion, Ipsen and its affiliates will own approximately 42.7% of the outstanding Tercica common stock.
Ipsen intends to finance this transaction through a combination of existing internal financial resources and bank loan financing. The proposed cash offer represents a 104% premium to Tercica’s closing price on June 4, 2008 and a 74% premium to the volume-weighted average closing share price during the last three months.
John Scarlett, CEO of Tercica, said: “The combination of Ipsen’s and Tercica’s development and product portfolios provides the opportunity to create a leading global endocrinology company.”