Salix Pharmaceuticals & de waarde van Ruconest.
Alle hieronder vermelde gegevens, tot aan het ‘besluit’, komen uit het document: Schedule 14D-9.
Dit even nader bekeken geeft mij het volgende:
Een deel van de chronologie van het tot stand komen van het bod van Salix Pharmaceuticlas Ltd op Santarus en in het bijzonder ivm Ruconest.
- On September 12, 2013, the Company received from Parent an updated indication of interest in writing to acquire the Company for $30.00 per share in cash, together with a letter from Jefferies Finance LLC indicating that it was “highly confident” it could provide the necessary financing to Parent to support the offer.
- On September 15, 2013, the Company Board instructed Mr. Proehl to communicate to Parent that the revised offer to acquire the Company for $30.00 per share in cash was still viewed as inadequate.
-On September 26, 2013, Ms. Logan left a voicemail for Mr. Proehl communicating a revised offer price of $32.00 per share in cash.
-On October 1, 2013, Following this discussion, the Company Board instructed representatives from Stifel to be prepared to present a counter-proposal to Jefferies of $33.00 per share in cash, plus a $2.00 contingent value right to be triggered by a specified clinical development milestone related to the Company’s Ruconest ® product candidate.
-On October 3, 2013, Mr. Proehl contacted Ms. Logan by telephone and communicated the Company’s counter-proposal of $33.00 per share in cash plus a $2.00 contingent value right.
-On October 8, 2013, representatives of Jefferies provided a revised offer of $33.00 per share in cash to representatives of Stifel in a telephone conversation. The Jefferies representatives indicated that this offer was Parent’s best and final offer.
-On October 9, 2013, the Company Board held a telephonic meeting. Following the meeting, Mr. Proehl contacted Ms. Logan to communicate the Company Board’s feedback and to advise her that the Company was willing to proceed based on the revised offer from Parent to acquire the Company for $33.00 per share in cash.
-On October 29, 2013, in a telephone conversation between Ms. Logan, Mr. Scruggs and Mr. Bertrand from Parent and Mr. Proehl and Ms. Fox from the Company, Parent’s representatives discussed the results of Parent’s due diligence review regarding the pathway for regulatory marketing approval for the Company’s Ruconest product candidate. Ms. Logan indicated that Parent was reconsidering its current offer and that they would be in contact with the Company regarding the offer.
-Later in the day on October 29, 2013, representatives of Jefferies contacted representatives of Stifel by telephone and proposed a revised offer price of either: (i) $30.00 per share in cash plus a $3.00 contingent value right to be triggered by a specified regulatory milestone with respect to Ruconest or (ii) $31.00 per share in cash with no contingent value right.
-On October 31, 2013, the Company Board held a telephonic meeting with representatives of Stifel and Latham & Watkins and members of management present. Mr. Hale and Mr. Proehl led a discussion of Parent’s revised offer, and the Company discussed the recent developments regarding Ruconest with members of management with responsibility for product development and regulatory matters. The Company Board also discussed the negotiations with Cosmo regarding an amendment to the Cosmo license agreement (with Mr. Della Chà absent for portions of this discussion). After lengthy discussions regarding Parent’s revised proposal, the Company Board resolved to move forward with a counter-proposal to Parent which would include resolution of the issues surrounding the Cosmo license agreement.
- Later in the day on October 31, 2013, in a telephone conversation between Mr. Proehl and Ms. Logan, Mr. Proehl communicated the Company’s counter-proposal of (i) $32.00 per share in cash plus a $2.00 contingent value right to be triggered by a specified regulatory milestone with respect to Ruconest or (ii) $33.00 per share in cash with no contingent value right, with the understanding in each case that the Cosmo license agreement would be amended to, among other things, return Rifamycin SV MMX to Cosmo.
- Early in the morning on November 1, 2013, in a telephone conversation, Ms. Logan communicated to Mr. Proehl a revised offer by Parent of $32.00 per share in cash with no contingent value right, and expressed Parent’s general agreement regarding the plan for the Cosmo license agreement amendment. Ms. Logan indicated that this was Parent’s best and final proposal.
-On November 1, 2013, the Company Board held a telephonic meeting with representatives of Stifel and Latham & Watkins and members of management present. Mr. Hale and Mr. Proehl provided an update of recent discussions with Parent, including Parent’s purchase price counter-offer of $32.00 per share in cash, and the proposed resolution of Parent’s concerns regarding the Cosmo license agreement. After further discussion, the Company Board authorized management to move forward with negotiating the Merger Agreement and other definitive documents for the transaction and an amendment to the Cosmo license agreement that would, among other things, return all rights related to Rifamycin SV MMX, as well as all related clinical and other data, to Cosmo effective upon the closing of the Merger. Later that day, Mr. Proehl called Ms. Logan to communicate the Company’s willingness to move forward based on Parent’s revised offer to acquire the Company for $32.00 per share in cash with no contingent value right.
-On November 6, 2013, the Company Board held another telephonic meeting, Also at this meeting, Stifel reviewed with the Company Board its financial analysis of the $32.00 per share cash consideration and delivered to the Company Board an oral opinion, confirmed by delivery of a written opinion dated November 6, 2013, to the effect that, as of that date and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the $32.00 per share cash consideration to be received in the Offer and the Merger, collectively, by holders of shares of Common Stock was fair, from a financial point of view, to such holders.
Following a discussion, the Company Board unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement, and recommended that the Company’s stockholders accept the Offer.
PS:
Op 1 November : “After further discussion, the Company Board authorized management to move forward with negotiating the Merger Agreement and other definitive documents for the transaction and an amendment to the Cosmo license agreement that would, among other things, return all rights related to Rifamycin SV MMX, as well as all related clinical and other data, to Cosmo effective upon the closing of the Merger”.
Maw, Rifamycin SV MMX wordt uit de deal gehaald.
jurps