Endo International plc (NASDAQ:ENDP) (TSE:ENL) entered a definitive agreement to acquired Auxilium Pharmaceuticals, Inc. (NASDAQ:AUXL) for $2.6 billion in cash and stock deal.
The company initially offered to buy Auxilium for $28.10 per share of $2.2 billion last month.
Transaction details
Under the agreement, Endo International plc (NASDAQ:ENDP) (TSE:ENL) will purchase all of the outstanding shares of common stock of Auxilium Pharmaceuticals, Inc. (NASDAQ:AUXL) for $33.25 per share.
According to Endo International plc (NASDAQ:ENDP) (TSE:ENL), the per share acquisition price represents a 55% premium to the closing price of Auxilium Pharmaceuticals, Inc. (NASDAQ:AUXL) on September 16. The total amount of the deal includes repayment and assumption of debt.
Endo International plc (NASDAQ:ENDP) (TSE:ENL) said the transaction also include options for Auxilium stockholders including cash and stock, all-stock or all-cash consideration for their stakes. The options are subject to proration in accordance with terms of the agreement.
Auxilium stockholders may choose one of the three options–100% equity, which equates to 0.488 Endo shares per Auxilium share; 100% cash ($33.25 per Auxilium share) or a standard selection of an equal mix of 16.625 in cash and 0.244 Endo shares per Auxilium share.
Endo International says merger aligns with its stragegy
Endo International plc (NASDAQ:ENDP) TSE:ENL) said the merger will create a leading specialty healthcare company with expanded platform for future growth.
Rajiv De Silva, president and CEO of Endo International plc (NASDAQ:ENDP) (TSE:ENL) emphasized that deal will create value for the shareholders of both companies.
“By adding Auxilium’s complementary commercial portfolio, we believe this transaction is aligned with our strategy of pursuing accretive, value creating growth opportunities,” said De Silva.
He added that Endo International plc (NASDAQ:ENDP) (TSE:ENL) plans to leverage the Auxilium’s leadership in men’s health. It will also take advantage of its financial resources and R&D capabilities to accelerate the growth of Xiaflex and other Auxilium products.
Endo International plc (NASDAQ:ENDP) (TSE:ENL) expected that the combined company would achieve annual cost synergies of around $175 million.
Both companies expected to close the transaction in the first half of 2015 subject to the approval of Auxilium shareholders, customary closing conditions and regulatory approvals in the United States and other jurisdictions.
