Notable Mergers and Acquisitions 1/30: (VRX)/(DNDNQ) (BAMM) (DKS)

January 30, 2015 9:41 AM EST

* Valeant Pharma (NYSE: VRX) announced that it has entered into a "stalking horse" asset purchase agreement to acquire certain assets of Dendreon Corporation ("Dendreon") for $296 million in cash.

Pursuant to the terms of the agreement, Valeant will acquire the world-wide rights to Dendreon's PROVENGE® (sipuleucel-T) product and certain other Dendreon assets. PROVENGE® (sipuleucel-T) is an immunotherapy treatment designed to treat men with advanced prostate cancer by taking the body's own immune cells and reprograming them to attack advanced prostate cancer. The product was approved by the U.S. Food and Drug Administration (FDA) in April 2010 and realized revenues of approximately $300 million in 2014. PROVENGE® was approved by the European Medicines Agency in 2013.

Dendreon has been a debtor pursuant to chapter 11 of the U.S. Bankruptcy Code since November of 2014. The asset purchase agreement constitutes a "stalking horse bid" in a sale process being conducted under Section 363 of the U.S. Bankruptcy Code. As the "stalking horse bidder," Valeant will be entitled to a break-up fee and expense reimbursement if it ultimately does not prevail as the successful bidder at a subsequent auction for Dendreon's assets. Valeant's role as a stalking horse bidder, and the sale itself, are subject to approval by the Bankruptcy Court. In addition, completion of the transaction remains subject to higher or better offers at such auction and customary closing conditions.

"We believe that oncology has similar characteristics to our current therapeutic portfolios, such as strong growth, high durability, strong patient and physician loyalty, and a terrific reimbursement regime," stated J. Michael Pearson, chairman and chief executive officer. "We have not previously found an economic way to enter this market, but with the unique dynamics of this situation, we believe that this transaction will create significant shareholder value."

Court documents and additional information are available through Dendreon's claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479.

Weil, Gotshal & Manges LLP is serving as Valeant's legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP is serving as Dendreon's legal advisor, AlixPartners is serving as its financial advisor and Lazard is serving as its investment bank.

* On January 29, 2015, Books-A-Million, Inc. (Nasdaq: BAMM) announced the receipt of a non-binding proposal from Clyde B. Anderson, Executive Chairman of the Company, on behalf of the Anderson family, to acquire certain outstanding shares of the common stock of Books-A-Million, Inc., at a cash purchase price of $2.75 per share. In the proposed potential transaction, the Anderson family would acquire all of the outstanding shares of common stock of the Company not currently owned by the Anderson family through a merger of the Company with a newly formed acquisition vehicle that the Anderson family would control. The Company intends to promptly review the proposal.

* Dick's Sporting Goods (NYSE: DKS) is in focus Friday following news that the company might not be on the auction block after all.

According to the NY Post, Dick's has decided to go it solo following talks with private equity firms in recent weeks. CEO Edward Stack, whose family controls most of the retailer's voting stock, wants to keep control of the business.

Along with Stack looking to keep control, PE firms began to feign interest as the recent rise in the price of Dick's began to make the company look a little expensive.

To keep up on all the Mergers & Acquisitions data in real-time, go to our M&A Insider page.



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