Notable Mergers and Acquisitions of the Day 12/29: [(ALXN) (CHKM) (FSIN)]

• Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) and Enobia Pharma Corp. today announced that the companies have signed a definitive agreement under which Alexion will acquire 100% of the capital stock of Enobia. Enobia is a private biopharmaceutical company based in Montreal, Canada and Cambridge, Massachusetts, which is focused on the development of therapies to treat patients with ultra-rare and life-threatening genetic metabolic disorders.
  
  Enobia’s lead product candidate ENB-0040, is a human recombinant targeted alkaline phosphatase enzyme-replacement therapy for patients suffering with hypophosphatasia (HPP), an ultra-rare, life-threatening, genetic metabolic disease for which there are no approved treatment options. Alexion will acquire full worldwide development and commercial rights to asfotase alfa. Asfotase alfa was awarded orphan drug designation in the U.S. and EU in 2008 and Fast Track status in the U.S. in 2009, and is currently in Phase II clinical development.
  
  
  Alexion will acquire Enobia in an all-cash transaction. Under the terms of the agreement, Alexion has agreed to pay $610 million in cash upon consummation of the transaction, and up to $470 million in cash to be paid upon achievement of various regulatory and sales milestones. Alexion is not issuing equity in connection with the acquisition. The transaction is subject to customary conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The Boards of both companies have approved the transaction and the companies currently anticipate that the transaction will be completed in the first quarter of 2012.Alexion intends to finance the acquisition through cash on hand and $300 million of committed bank debt.
  
  Goldman, Sachs & Co. is acting as financial advisor to Alexion. Ropes and Gray LLP is acting as legal counsel to Alexion. Bank of America Merrill Lynch is acting as financial advisor to Enobia. WilmerHale is acting as legal advisor to Enobia.
  
  Alexion is reiterating all areas of 2011 guidance provided in its third quarter 2011 earnings announcement in October.
  
  
• Chesapeake Midstream Partners, L.P. (NYSE: CHKM) has agreed to acquire Appalachia Midstream Services, L.L.C., the wholly owned subsidiary of Chesapeake Midstream Development, L.P. that holds its Marcellus Shale midstream assets, for total consideration of $865 million. Chesapeake Midstream Development, L.P. is a wholly owned subsidiary of Chesapeake Energy Corporation (NYSE: CHK). The addition of the Marcellus assets makes CHKM the industry’s largest gathering and processing master limited partnership as measured by throughput volume.
  
  Through acquiring AMS, CHKM will own approximately 47% of an integrated system of assets that consist of approximately 200 miles of gathering pipeline in the Marcellus Shale, including the liquids-rich Marcellus South region. Throughput for these assets at December 15, 2011 was just over one billion cubic feet per day. AMS operates the assets under 15-year fixed fee gathering agreements with leading Marcellus natural gas and liquids producers. The gathering agreements include significant acreage dedications and annual fee redeterminations that target a mid-teens return on all invested capital in the acquired assets. Chesapeake has committed to generating EBITDA of not less than $100 million in 2012 and $150 million in 2013 from the Marcellus assets for the benefit of CHKM.
  
  The acquisition, which is expected to close by December 30, 2011, will be financed by $600 million of cash drawn from CHKM’s revolving credit facility and equity consideration of $265 million (9.8 million CHKM common units), increasing Chesapeake’s limited partnership ownership of CHKM to 46.1% from 42.3%. On December 20, 2011, CHKM completed an amendment of its credit facility that increased total borrowing capacity to $1.0 billion.
  
  
• Fushi Copperweld, Inc. (Nasdaq: FSIN) has received a revised proposal from its Chairman and Co-Chief Executive Officer, Mr. Li Fu, Abax Global Capital on behalf of funds managed, advised and/or appointed by it and its affiliated management companies, and TPG Growth Asia, Inc. (an affiliate of TPG Capital, L.P.), for the acquisition of all of the outstanding shares of Common Stock of Fushi not currently owned by Mr. Fu and his affiliates or Abax in a going private transaction for $9.50 per share in cash, subject to certain conditions.
  
  The Special Committee noted that while the revised proposal is higher than the $9.25 per share proposal previously submitted by Mr. Fu and Abax, it is lower than the $11.50 per share proposal initially submitted by Mr. Fu and Abax, does not contain customary financing commitments and is still highly conditional.
  
  BofA Merrill Lynch is serving as the financial advisor to the Special Committee of Fushi's Board of Directors and Gibson, Dunn & Crutcher LLP is serving as legal counsel.

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