The acquisition of Hyperion occurred through a merger under Section 251(h) of the General Corporation Law of the State of Delaware following Horizon’s successful tender for 86% of Hyperion’s outstanding shares.
As a result of the merger, all Hyperion shares that were not accepted for purchase in the tender offer (other than shares held by Hyperion and other than shares held by Hyperion stockholders who are entitled to and have properly demanded and perfected appraisal of such shares under Delaware law) were converted into the right to receive $46.00 per share in cash, without interest, less any applicable withholding of taxes, which is the same price that was paid in the tender offer.
Hyperion has requested that NASDAQ file a Form 25 with the United States Securities and Exchange Commission causing the delisting of Hyperion’s common stock from NASDAQ. Hyperion’s common stock will cease trading prior to the opening of trading on May 8, 2015.
Strategic and financial benefits of the transaction:
Increases the number of Horizon’s products from five to seven, with the addition of Ravicti and Buphenyl to Horizon’s orphan business unit, providing additional revenue diversification
Leverages Horizon’s orphan business unit, offering attractive revenue and operating synergies
Expected 2016 adjusted EBITDA of approximately $100 million from the acquired business with expected cost synergies of more than $50 million
"This is a transformational transaction for Horizon Pharma and adds two important medicines, Ravicti and Buphenyl, which will help strengthen our orphan business and set the foundation for continued growth," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc.
"Above all else, Horizon Pharma is a ‘patients first’ company — so our goal through the integration of these medicines into our portfolio is to ensure continued access for the patients receiving treatment and the physicians who treat them."
Ravicti and Buphenyl are medicines for people with urea cycle disorders (UCDs), a collection of inherited metabolic disorders, which impact more than 2,000 people in the United States, of which only half are diagnosed. A marketing authorization application has been filed for European marketing of Ravicti. The prevalence of UCD is similar in Europe and other international markets.
Net sales of Ravicti and Buphenyl for full year 2014 and Q1 2015 were $113.6 million and $31.2 million, respectively.