Notable Mergers and Acquisitions of the Day 04/23: (PFE) (AZN)/(RDEA) (TRI) (NABI) (BEAM)

• Pfizer (NYSE: PFE) entered into an agreement to divest its Nutrition business to Nestlé for $11.85 billion in cash.
  
  Pfizer will update its 2012 financial guidance to reflect its decision to divest the Nutrition business to Nestlé when it reports its first-quarter 2012 financial results on May 1, 2012. Pfizer expects that all revenues and expenses related to the Nutrition business will be presented as Discontinued operations - net of tax, beginning with the second-quarter of 2012, on a retroactive basis for all periods presented.
  
  
  The transaction is subject to customary closing conditions, including the receipt of regulatory approvals in certain jurisdictions. Pfizer expects the divestiture of the Nutrition business will be completed by the first half of 2013, assuming the receipt of the required regulatory clearances and satisfaction of other closing conditions. Upon completion of the transaction, all Pfizer colleagues currently dedicated to the Nutrition business will be transferred to Nestlé, subject to works council and union consultation where required.
  
  Pfizer’s financial advisors for the transaction were Morgan Stanley & Co. LLC and Centerview Advisors LLC. Pfizer Legal Alliance (PLA) firms Skadden, Arps, Slate, Meagher & Flom LLP, Clifford Chance LLP and DLA Piper LLP acted as legal counsel for Pfizer. The PLA is a collaborative partnership between Pfizer and 19 law firms.
  
  
• AstraZeneca (NYSE: AZN) and Ardea Biosciences, Inc. (Nasdaq: RDEA) entered into a definitive merger agreement, pursuant to which AstraZeneca will acquire Ardea, a San Diego, California-based biotechnology company focused on the development of small-molecule therapeutics. Ardea’s clinically most advanced product candidate, lesinurad (formerly known as RDEA594), is currently in Phase III development as a potential treatment for the chronic management of hyperuricaemia in patients with gout.
  
  Under the terms of the agreement, AstraZeneca will acquire Ardea for $32 per share which represents a total cash value of approximately $1.26 billion, including existing cash. This represents a premium on the value of Ardea’s stock of 50% based on the one month volume-weighted average price (VWAP) and 54% based on the closing price on Friday, 20 April 2012.
  
  Lesinurad is a selective inhibitor of URAT1, a transporter in the proximal tubule cells of the kidney that regulates uric acid excretion from the body, which is being developed as an oral, once-daily treatment for the chronic management of hyperuricaemia in patients with gout. Lesinurad is being studied in an ongoing Phase III clinical development programme as an add-on treatment to allopurinol in patients not reaching target serum uric acid levels on allopurinol alone, as monotherapy for those patients who are intolerant to allopurinol or febuxostat and as an add-on treatment to febuxostat in patients with tophaceous gout. Filings for a New Drug Application (NDA) in the US and a Marketing Authorisation Application (MAA) in the EU are planned for the first half of 2014. AstraZeneca also plans to develop and commercialise lesinurad in China and Japan. AstraZeneca will supplement Ardea’s existing capabilities to progress lesinurad Phase III development programme and regulatory submissions. The company will seek to absorb the further development costs of the Ardea compounds in its existing R&D programme.
  
  Through this acquisition, AstraZeneca would also add to its pipeline RDEA3170, a next-generation selective URAT1 inhibitor currently in Phase I development.
  
  The Boards of Directors of AstraZeneca and Ardea have unanimously approved the terms of the agreement, and Ardea’s Board has recommended that its shareholders approve the transaction. Subject to the approval of Ardea’s shareholders as well as other conditions including customary regulatory approvals, the transaction will close in the second or third quarter of 2012. Ardea shareholders representing approximately 30% of the current total shares outstanding have entered into a voting agreement with AstraZeneca to vote in favour of the transaction.
  
  
• Thomson Reuters (NYSE: TRI) entered a definitive agreement to sell its Healthcare unit to Veritas for $1.25 billion.
  
  The sale is subject to regulatory approval and customary closing conditions, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in the next few months. The sale is not subject to any financing condition. Veritas has obtained debt financing commitments for the transaction.
  
  
• Nabi Biopharmaceuticals (Nasdaq: NABI) announced a merger with Melbourne, Australia-based Biota Holdings Limited.
  
  The merger will create a company named Biota Pharmaceuticals, Inc. which will be listed on NASDAQ and headquartered in the United States.
  
  The shares of Nabi common stock issued to former Biota shareholders will represent approximately 74% of the outstanding common stock of the combined company and shares of Nabi common stock held by current Nabi shareholders will represent approximately 26% of the outstanding common stock of the combined company.
  
  Under the deal, Nabi plans to return to its stockholders its remaining cash in excess of the US$54 million required to be held by Nabi at closing after satisfying outstanding liabilities.
  
  In conjunction with the merger, Nabi plans to seek shareholder approval of:
  
  (1) certain amendments to its certificate of incorporation to increase the authorized number of shares of common stock to 200,000,000 principally to allow for the issuance of new shares in the merger and to change the name of the company to "Biota Pharmaceuticals, Inc.";
  
  (2) the issuance of new shares of Nabi common stock to the Biota shareholders in connection with the merger as required by NASDAQ; and
  
  (3) a reverse stock split for ratios ranging from four-to-one to eight-to-one, although a final decision has not been made on whether to implement the reverse split or the exact split ratio (collectively, the "shareholder proposals").
  
  
• Beam Inc. (NYSE: BEAM) entered a definitive agreement with White Rock Distilleries to acquire the fast-growing Pinnacle Vodka and Calico Jack rum brands and other related assets for $605 million in cash.
  
  Pinnacle Vodka, with 2012 volumes expected to exceed 3 million 9-liter cases, will significantly enhance Beam’s presence in the large, growing vodka category.
  
  The company estimates the acquisition will be approximately neutral to 2012 EPS before charges/gains, and accretive by $0.05 to $0.10 per share in 2013, with increasing accretion in 2014 and beyond.

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