Noven Pharmaceuticals (NOVN) to be Acquired by Hisamitsu for $16.50 Per Share

July 14, 2009 6:58 AM EDT

Noven Pharmaceuticals, Inc. (NASDAQ: NOVN) and Hisamitsu Pharmaceutical Co., Inc. (TSE: 4530)have entered into a definitive merger agreement pursuant to which Hisamitsu has proposed to acquire Noven for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven. The offer price represents a 22% premium to the closing price of Noven's common stock on July 13, 2009, and a 43% premium to Noven's average closing price for the preceding 90 days.

The acquisition is expected to be effectuated through a cash tender offer by a wholly-owned subsidiary of Hisamitsu for the outstanding shares of Noven. The tender offer, if successful, would be followed by the merger of the Hisamitsu subsidiary with and into Noven, with Noven surviving as a wholly-owned subsidiary of Hisamitsu.

The companies expect that Noven will continue as a standalone business unit, operating at its current locations in Miami and New York with its existing work force.

Noven Pharmaceuticals, Inc. is a specialty pharmaceutical company engaged in the research, development, manufacture, marketing and sale of prescription pharmaceutical products. [SM]

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