Didn't take Tang long at all after he got control:
Penwest Pharmaceuticals Agrees to be Acquired by Endo Pharmaceuticals for $5.00 per per Share in Cash
Endo Will Commence All-Cash Tender Offer Shortly
Tender Offer Expected to be Completed in September
PATTERSON, N.Y., Aug. 9, 2010 (GLOBE NEWSWIRE) -- Penwest Pharmaceuticals Co.
(Nasdaq:PPCO) today announced that it has entered into a merger agreement under
which its long-time partner in the development and commercialization of Opana(R)
ER, Endo Pharmaceuticals (Nasdaq:ENDP), has agreed to acquire all of the common
stock of Penwest for $5.00 per share in cash. The total equity value of the
transaction is approximately $168 million.
Jennifer L. Good, President and Chief Executive Officer, said, "The Board of
Directors and I concluded that this transaction is in the best interests of
Penwest and its shareholders and is an excellent way to maximize the value of
Penwest's most strategic asset, Opana(R) ER."
The cash consideration represents a premium of 47% over the 30-day average of
Penwest shares and 19% based on the closing price of Friday August 6. This
agreement has been unanimously approved by the Penwest and Endo Boards of
Directors.
Under the terms of the merger agreement, Endo will shortly commence an all-cash
tender offer to acquire 100 percent of the outstanding common stock of Penwest
for $5.00 per Penwest share. The tender offer is expected to be completed in
September 2010. Endo will acquire any Penwest shares that are not purchased in
the tender offer in a second-step merger, which is expected to be completed in
the fourth quarter, at the same price per share paid in the tender offer. The
tender offer will be subject to certain closing conditions, including a minimum
condition that not less than a majority of shares of Penwest common stock are
tendered into the offer.
Shareholders Tang Capital Partners, LP, and Perceptive Life Sciences Master Fund
Ltd. whose principals Kevin Tang and Joe Edelman, respectively, are members of
Penwest's Board of Directors, Mr. Tang, Penwest's Chairman of the Board, and
Jennifer Good, Penwest's President and Chief Executive Officer, who collectively
own 38.6% of the fully diluted common stock of Penwest, have committed to tender
their shares in the tender offer.
BofA Merrill Lynch is acting as exclusive financial advisor to Penwest in
connection with the transaction. |
