May 8, 2014
Lundbeck to Acquire Chelsea Therapeutics
•By acquiring Chelsea Therapeutics, Lundbeck gains the rights to Chelsea Therapeutics' recently FDA-approved product, NORTHERATM (droxidopa), which is expected to be launched later in 2014
•NORTHERA is an orphan neurology opportunity with strong commercial and strategic fit with Lundbeck's existing U.S. neurology franchise
•Chelsea stockholders are entitled to USD 6.44 per share in cash and CVRs that may pay up to USD 1.50, for a total potential consideration of up to USD 7.94 per share, or USD 658 million on a fully diluted basis
•The offer provides Chelsea stockholders with immediate and certain upfront value as well as participation in potential commercial upside of NORTHERA
•The transaction is expected to be cash accretive to Lundbeck in 2015 and earnings accretive in 2016
VALBY, Denmark and CHARLOTTE, N.C., May 8, 2014 (GLOBE NEWSWIRE) -- H. Lundbeck A/S (Lundbeck) and Chelsea Therapeutics International, Ltd. (Chelsea) (Nasdaq:CHTP) today announced that the companies have entered into a definitive agreement under which Lundbeck will acquire Chelsea.
Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights (CVRs), representing a total potential consideration of up to USD 7.94 per share, or USD 658 million (approximately DKK 3.54 billion) on a fully diluted basis. The total potential consideration represents an attractive premium of 59% over the closing price of Chelsea shares on 7 May 2014.
Consideration includes USD 6.44 per share in cash, or approximately USD 530 million (approximately DKK 2.8 billion) on a fully diluted basis, as well as CVRs that may pay up to a total of an additional USD 1.50 upon achievement of certain commercial milestones related to NORTHERA's commercial performance in the period 2015-2017. The proposed upfront per-share price represents a premium of approximately 29% over Chelsea's closing price of USD $5.00 on 7 May 2014.