Notable Mergers and Acquisitions of the Day 12/18: AIRV, MYRX/JAV, RGLD/ROY, GOOG
- Airvana, Inc. (NASDAQ: AIRV) today announced that it has entered into a definitive agreement with a newly formed company to be owned by affiliates of S.A.C. Private Capital Group, LLC, GSO Capital Partners LP, Sankaty Advisors LLC and ZelnickMedia, in a transaction valued at approximately $530 million.
Under the terms of the agreement, at closing, each share of Airvana common stock will be exchanged for $7.65 cash, representing a premium of approximately 23% over the closing share price on December 17, 2009. Certain members of management of Airvana, including Randy Battat, President and CEO, and founders Vedat Eyuboglu and Sanjeev Verma, will exchange a portion of their shares for an equity interest in the acquirer. Merle Gilmore, former President of Motorola's Communications Enterprise, will serve as Chairman of the Company following the closing.
72 Mobile Holdings, LLC, the entity formed to acquire Airvana, Inc., has secured committed financing, consisting of a combination of equity to be provided by the investor group and debt financing led by GSO Capital Partners LP on behalf of funds managed by it and its affiliates. There is no financing condition to the obligation of the investor group to consummate the transaction.
The transaction was unanimously approved on December 17, 2009 by Airvana's Board of Directors (other than Mr. Battat and Mr. Verma, who abstained) and by a Special Committee of independent directors. The Special Committee, which did not include any member of management, was established to undertake a review of Airvana's strategic alternatives.
Completion of the transaction is subject to approval of Airvana shareholders, regulatory approvals and other closing conditions and is expected to occur by the end of the first quarter of 2010.
Goldman, Sachs & Co. is acting as financial advisor, and Ropes & Gray LLP is acting as legal counsel, to Airvana's Special Committee. WilmerHale LLP is acting as Airvana's legal counsel. Perella Weinberg Partners is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel, to the acquirer.
- Myriad Pharmaceuticals (NASDAQ: MYRX) today announced the company has entered into a definitive agreement to acquire Javelin Pharmaceuticals (AMEX: JAV). The acquisition augments Myriad's portfolio of product candidates with Dyloject (diclofenac sodium for injection), a New Drug Application (NDA)-submitted candidate with the potential, based on its safety and efficacy profile, to become a valuable addition to hospital formularies as an injectable NSAID for the multimodal management of moderate-to-severe postoperative pain.
Under the Agreement and Plan of Merger, Myriad Pharmaceuticals will acquire all of the outstanding shares of Javelin common stock in exchange for Myriad Pharmaceuticals stock, resulting in the Javelin stockholders owning approximately 41% of the combined company immediately after the closing. The ownership interest of Javelin shareholders may increase up to a maximum of approximately 45% depending upon the timing of FDA approval of Javelin's lead drug candidate Dyloject. The transaction is expected to close in the first quarter of 2010. Concurrent with the closing of the transaction, Myriad Pharmaceuticals' board of directors may be expanded to eight members, including up to two members to be nominated by Javelin.
"We believe that this transaction represents a highly effective vehicle to unlock the long-term potential of Myriad Pharmaceuticals and near-term value of Javelin Pharmaceuticals," commented Adrian Hobden, Ph.D., President and Chief Executive Officer of Myriad Pharmaceuticals. "Myriad is well positioned to successfully launch Dyloject upon FDA approval by leveraging our financial resources and the expertise of our core commercial team. In turn, we believe that potential Dyloject revenue will support the development of our existing clinical stage drug candidates MPC-4326, Azixa, and MPC-3100."
An NDA for Dyloject was submitted by Javelin on December 2, 2009. Dyloject is an injectable formulation of diclofenac. The development package includes data from two positive Phase 3 studies in postoperative abdominal and orthopedic pain together with safety data accrued from greater than 1,300 patients.
Diclofenac, a member of the class of drugs known as non-steroidal, anti-inflammatory drugs, or NSAIDs, is widely prescribed as an oral treatment for postoperative pain due to its combination of efficacy and tolerability. There remains an underserved medical need in the hospital setting for injectable NSAIDs that are safe, effective and fast-acting in patients unable to take oral medications. Effective use of injectable NSAIDs offers the potential to reduce opioid use and thereby accelerate patient recovery and shorten hospitalization. There is a growing demand for alternatives to opioids in the management of postoperative pain.
"Dyloject has demonstrated a very exciting profile in controlled studies showing statistically significant results in two registration trials, which have been submitted to the FDA for approval consideration earlier this month," said Ed Swabb, Chief Medical Officer of Myriad Pharmaceuticals. "If approved, Dyloject will be an important tool in the therapeutic armamentarium for multimodal management of postoperative pain."
Dyloject is approved and marketed in the United Kingdom by Therabel Pharma N.V. Myriad Pharmaceuticals will assume all rights to future milestone payments and royalties due from Therabel Pharma N.V.
- Royal Gold, Inc. (NASDAQ: RGLD) and International Royalty Corp. (NYSE: ROY) today announced that they have entered into an agreement to undertake a Plan of Arrangement whereby Royal Gold, through its wholly-owned Canadian subsidiary, and with the unanimous support of IRC's management and board of directors, will acquire all of the issued and outstanding common shares of IRC.
At the election of the shareholder, each common share of IRC will be exchanged for either C$7.451 in cash or 0.1385 common shares of Royal Gold or a combination thereof, subject to a maximum of US$350 million in cash and a maximum of 7.75 million common shares of Royal Gold to be issued to IRC shareholders. If IRC shareholders elect to receive more than approximately US$314 million in cash, the number of Royal Gold common shares issued will be reduced on a pro-rated basis until such cash election reaches a maximum of US$350 million. Assuming the maximum share election, this offer consists of 0.0771 shares of Royal Gold plus US$3.12 in cash for each fully diluted share of IRC, implying 56% stock consideration. Assuming the maximum cash election, this offer consists of 0.0700 shares of Royal Gold plus US$3.48 in cash for each fully diluted share of IRC, implying 51% stock consideration.
IRC shareholders residing in Canada will have the option to elect 0.1385 exchangeable shares of a wholly-owned Canadian subsidiary of Royal Gold in lieu of electing Royal Gold common shares. Each exchangeable share can be redeemed for one common share of Royal Gold at the election of the shareholder. No more than 7,750,000 Royal Gold common shares and exchangeable shares will be issued in the aggregate.
The transaction values IRC at approximately C$7491 million. This represents a premium of approximately 70% over IRC's 20-day volume-weighted average trading price on the TSX through December 4, 2009, which was the last trading day prior to a publicly announced takeover bid for IRC.
IRC's board of directors has unanimously determined that the Arrangement is in the best interest of IRC and its shareholders and will recommend that IRC shareholders vote in favor of the transaction. All of the directors and senior officers of IRC, and one significant IRC shareholder have entered into voting agreements in which they have agreed to vote their shares in support of the transaction. Together, those subject to the voting agreements represent a combined ownership of 26.8% of IRC's fully diluted shares outstanding.
The closing of the transaction is not subject to due diligence, Royal Gold shareholder approval or financing contingencies. The cash required for the acquisition will be sourced from available and unrestricted cash, together with committed credit facilities totaling US$225 million. The closing of the transaction is subject to, among other things, receipt of court approval and the affirmative vote of at least 66 2/3 percent of the votes cast by IRC shareholders and option holders at a special meeting of the IRC shareholders.
Pursuant to the terms of the Arrangement, IRC is subject to customary non-solicitation covenants. In the event a superior proposal is made, Royal Gold has the right to match such proposal, and in the event IRC's board of directors changes its recommendation or terminates the Arrangement, IRC has agreed to pay Royal Gold a termination fee of US$32 million. In certain other circumstances where the transaction is not completed, IRC is obligated to reimburse Royal Gold's expenses up to a maximum of US$5 million.
Royal Gold has engaged Goldman, Sachs & Co. and HSBC as its financial advisors and Hogan & Hartson LLP and McCarthy Tetrault LLP as its legal advisors in connection with the transaction.
- Google Inc. (NASDAQ: GOOG) is in advanced negotiations to acquire Yelp in a deal that is rumored to be worth more than $500 million, according to Tech Crunch.
Yelp is an Internet service that allows users to leave reviews and ratings for local businesses. The site receives nearly 9 million unique users per month worldwide according to data from Comscore, but the company which has been growing at a rapid pace says that it more likely receives 25 million uniques a month.
Yelp has hinted that its revenues will reach $30 million in 2009, and balloon to $50 million next year.
According to the sources cited by Tech Crunch, the deal has an 80 percent likelihood of happening.
Google has been building its own application similar to Yelp with Place Pages, a part of Google Maps. Yelp would bring a growing audience of consumers to the site, along with allowing Google access to the data amassed since 2004 when Yelp was founded by former PayPal veterans, Jeremy Stoppelman and Russel Simmons.
Google has been in a spending mood recently, after acquiring AdMob for $750 million, and being in the running for digital media site, LaLa.
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