Notable Mergers and Acquisitions 11/11: (VNTV) (EGRX) (DSGX)

November 11, 2016 9:42 AM EST

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*** Vantiv, Inc. (NYSE: VNTV) announced today its agreement to acquire Moneris Solutions, Inc. (Moneris USA) from Moneris Solutions Corporation (Moneris) for $425 million USD, subject to certain adjustments. Schaumburg, IL-based Moneris USA is the U.S. subsidiary of Moneris, which is a joint investment between BMO Financial Group and Royal Bank of Canada (RBC).

Upon closing of the transaction, Vantiv will begin servicing Moneris USA's merchants and other business relationships, including its relationship with BMO Harris Bank, which operates approximately 600 branches in the United States. Moneris USA processed approximately $12 billion in U.S. transaction volume in 2015.

"Acquiring Moneris USA will further accelerate Vantiv's growth in key high-growth channels," said Charles Drucker, president and chief executive officer of Vantiv. "We look forward to serving their technology and bank partners with our deep payments expertise and strong customer service."

Vantiv, the nation's second largest payment processor, serves more than 800,000 merchant locations and 1,400 financial institutions.

"The acquisition will enable Moneris USA to continue its successful path and provide merchants the high-level of service they've come to expect while leveraging Vantiv's scale and omni-channel payments capabilities," said Angela Brown, president and chief executive officer of Moneris. "Working together with Vantiv, Moneris will continue to support our mutual cross-border customers with a focus on innovation and service."

The transaction is expected to close in the fourth quarter of 2016, subject to required U.S. antitrust clearance and other customary closing conditions. Vantiv will fund the transaction with cash-on-hand. Vantiv expects the acquisition to have an immaterial impact on its 2016 results and be accretive to its pro forma adjusted net income in 2017.

Credit Suisse acted as lead financial advisor and Morgan Stanley & Co. LLC and BofA Merrill Lynch also acted as financial advisors to Vantiv; Benesch served as its legal advisor. BMO Capital Markets and RBC Capital Markets LLC were financial advisors to Moneris. Sullivan & Cromwell acted as legal advisor for Moneris.

*** Eagle Pharmaceuticals (Nasdaq: EGRX) announced that it has signed a definitive agreement to acquire Arsia Therapeutics (“Arsia”), an early-stage biotechnology firm with proprietary viscosity-reducing technology and formulation know-how. The acquisition will mark Eagle’s entry into biologics, the fastest growing sector of the pharmaceuticals market, and will allow the Company to apply its proven market strategy to offer “biobetter” formulations, and to aid in the rapid development of novel biologics. The closing of the acquisition is expected to occur within the next week, subject to the satisfaction of various customary closing conditions.

“Arsia will significantly enhance Eagle’s formulation capabilities and greatly expand our product development opportunities. Biologics are a multi-billion-dollar sector of the global pharmaceuticals market and we are fortunate to be collaborating with some of the world’s leading minds in the field. While large pharmaceutical companies around the world invest heavily in biosimilars, Eagle’s and Arsia’s combined know-how and execution capabilities will allow us to improve upon those formulations to create biobetters, which we believe will be key to product differentiation, pricing power and larger market share. Importantly, Arsia currently has several early stage partnerships with pharmaceutical companies. We plan to partner with key biosimilar companies to help alter their existing pipelines into biobetters. This is a natural extension of Eagle’s business model, applied to the biologics space,” stated Scott Tarriff, President and Chief Executive Officer of Eagle.

“We are especially excited that Arsia’s founders are dedicated to collaborating with Eagle, both as shareholders and researchers. This collaboration extends beyond the Arsia technology, with Arsia’s team committed to helping us solve formulation challenges in areas we have yet to target,” added Tarriff.

Under the terms of the stock purchase agreement, Eagle will pay approximately $30 million at closing, $27.3 million of which will be paid in cash and $2.7 million of which will be paid in Eagle common stock. Eagle has also agreed to pay up to $48 million in additional payments upon the completion of certain milestones, for aggregate potential payments of $78 million. Arsia founders and renowned MIT professors, Dr. Robert Langer and Dr. Alexander Klibanov, as well as other key members of the Arsia team, have simultaneously entered into agreements that are effective upon the closing of the acquisition to work with Eagle to develop new formulations and solve delivery challenges in the large molecules space.

In addition to acquiring Arsia’s technology platform, Eagle plans to establish a Biologics Innovation Center in Kendall Square in Cambridge, Massachusetts.

“The technology developed by Arsia demonstrates tremendous promise in solving a variety of fundamental pharmaceutical challenges in the delivery of high-dose biologics,” said Dr. Robert Langer. “Through the establishment of the Biologics Formulation Innovation Center and by joining forces with Eagle we are excited to expand the application of this technology to address formulation challenges with a wide range of therapeutic agents,” added Langer.

It is estimated that the global biosimilar market may reach $20-$26 billion by 20201. The European Medicines Agency (EMA) provided the regulatory approval framework for biosimilars, approving the first biosimilar in 2006. There have been 22 different biosimilar products approved by the European Union as of March 2016. The first biosimilar was approved in the U.S. in March 2015, with four biosimilars approved as of October 2016.

"I am delighted that the Arsia scientific team will become part of Eagle, particularly because of our shared dedication to the development of innovative, patient-friendly dosage forms,” said Amy Schulman, Arsia’s CEO. “Eagle’s wealth of experience in this area will be key to bringing Arsia-enabled products to market."

*** Descartes Systems Group (Nasdaq: DSGX) announced that it has acquired 4Solutions, a leading Australia-based provider of cloud-based business-to-business (“B2B”) supply chain integration solutions.

4Solutions is the market leader for B2B supply chain integration and trading partner enablement solutions for the healthcare sector in Australia. 4Solutions operates the Health Supply Network, Australia’s foremost electronic document exchange network for the healthcare community. As part of this community, large multi-national, local pharmaceutical manufacturers and wholesalers can connect and collaborate to automate a wide array of supply chain processes spanning sourcing to delivery.

“We continue to look for opportunities around the world to expand the geographic reach, functional capabilities and the community of supply chain participants on our Global Logistics Network,” said Edward J Ryan, Descartes’ CEO. “By combining with 4Solutions, we’ve added a team of strong B2B domain experts and we’ve increased our footprint in Australia to better serve growing markets in Southeast Asia and beyond.”

“We see a lot of opportunities to not only grow the customer base in the region but also to expand what we do with our existing customers in Australia,” said Lee Karlinsky, Senior Vice President Emerging Markets at Descartes. “4Solutions’ customers will now have access to additional Descartes solutions to improve purchased transportation, shipment visibility, customs filing, fleet management and other related areas of supply chain execution and global trade compliance.”

4Solutions is headquartered just outside Sydney, Australia. The purchase price for the acquisition was approximately AUD 3.5 million (approximately USD $2.7 million at November 11, 2016), which was paid in cash.

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