Allergan (AGN) Acquires MAP Pharmaceuticals (MAPP) for $958M
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Allergan, Inc. (NYSE: AGN) agreed to acquire MAP Pharmaceuticals, Inc. (NASDAQ: MAPP) for $25 per share, or approximately $958 million. The offer represents a 60% premium over MAP’s closing stock price on the Nasdaq Stock Market of $15.58 on January 22, 2013.
The acquisition is expected to close late in the first quarter or in the second quarter of 2013.
In January 2011, Allergan entered into a collaboration agreement with MAP to co-promote LEVADEX®, contingent upon potential regulatory authority approvals in the U.S. and Canada, to neurologists and pain specialists in these markets. In May 2011, MAP initially submitted a New Drug Application (NDA) for LEVADEX® to the FDA. In October 2012, MAP resubmitted its NDA, which included additional data and provided responses to FDA comments. In November 2012, MAP announced that its NDA resubmission for LEVADEX® was accepted for filing by the FDA and that the FDA has classified the resubmission as a complete Class 2 response and has set a goal date of April 15th, 2013 under the Prescription Drug User Fee Act (PDUFA).
Assuming this transaction closes as planned, and approval of LEVADEX® occurs on or before the PDUFA date of April 15th, 2013, Allergan anticipates that this transaction will be dilutive to 2013 earnings per share by approximately $0.07 and accretive to earnings per share by the second half of 2014. Allergan will provide 2013 guidance on its February 5, 2013 earnings call. Allergan currently anticipates that, excluding this transaction, 2013 earnings per share growth expectations will fall within our mid-teens growth aspiration.
Goldman, Sachs & Co. is acting as financial advisor and Gibson, Dunn & Crutcher LLP as legal advisor to Allergan. Centerview Partners LLC is acting as exclusive financial advisor and provided a fairness opinion to MAP Pharmaceuticals, and Latham & Watkins LLP as legal advisor to MAP.
The acquisition is expected to close late in the first quarter or in the second quarter of 2013.
In January 2011, Allergan entered into a collaboration agreement with MAP to co-promote LEVADEX®, contingent upon potential regulatory authority approvals in the U.S. and Canada, to neurologists and pain specialists in these markets. In May 2011, MAP initially submitted a New Drug Application (NDA) for LEVADEX® to the FDA. In October 2012, MAP resubmitted its NDA, which included additional data and provided responses to FDA comments. In November 2012, MAP announced that its NDA resubmission for LEVADEX® was accepted for filing by the FDA and that the FDA has classified the resubmission as a complete Class 2 response and has set a goal date of April 15th, 2013 under the Prescription Drug User Fee Act (PDUFA).
Assuming this transaction closes as planned, and approval of LEVADEX® occurs on or before the PDUFA date of April 15th, 2013, Allergan anticipates that this transaction will be dilutive to 2013 earnings per share by approximately $0.07 and accretive to earnings per share by the second half of 2014. Allergan will provide 2013 guidance on its February 5, 2013 earnings call. Allergan currently anticipates that, excluding this transaction, 2013 earnings per share growth expectations will fall within our mid-teens growth aspiration.
Goldman, Sachs & Co. is acting as financial advisor and Gibson, Dunn & Crutcher LLP as legal advisor to Allergan. Centerview Partners LLC is acting as exclusive financial advisor and provided a fairness opinion to MAP Pharmaceuticals, and Latham & Watkins LLP as legal advisor to MAP.
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