Ipsen to Acquire Tercica
Wednesday June 4, 9:00 pm ET
-- $9.00 per Share to Be Paid in Cash --
BRISBANE, Calif.--(BUSINESS WIRE)--Tercica, Inc. (Nasdaq: TRCA - News) today announced that Tercica and Ipsen, S.A. (Euronext: IPN) have entered into a definitive merger agreement by which an affiliate of Ipsen would acquire all of the shares of Tercica common stock that Ipsen does not currently own at a price of $9.00 per share in cash, which values Tercica at approximately $663 million. This transaction, which is subject to approval by Tercica stockholders holding a majority of the outstanding Tercica common stock, has been unanimously approved by Tercica’s Board of Directors following recommendation and approval by a Special Committee of Tercica’s Board of Directors comprised of three independent non-employee directors.
“The combination of Ipsen’s and Tercica’s development and product portfolios provides the opportunity to create a leading global endocrinology company,” said John A. Scarlett, M.D., Chief Executive Officer of Tercica. “We believe this transaction recognizes the value we have created at Tercica and provides our stockholders with attractive financial terms.”
Ipsen and its affiliates currently own approximately 25.3% of the outstanding Tercica common stock. Ipsen has agreed to exercise its outstanding Tercica warrant and convert its outstanding Tercica convertible notes promptly following today’s agreement. Upon such exercise and conversion, Ipsen and its affiliates will own approximately 42.7% of the outstanding Tercica common stock.
Certain stockholders of Tercica, who collectively own 1.4% of the outstanding Tercica common stock (after giving effect to the exercise and conversion of the warrants and convertible notes held by Ipsen and its affiliates), have executed voting agreements in conjunction with the merger pursuant to which they have agreed to vote the shares of Tercica common stock they hold in favor of the transaction. Ipsen and its affiliates have also agreed to vote their Tercica shares in favor of the merger.
Ipsen intends to finance this transaction through a combination of existing internal financial resources and bank loan financing.
The proposed cash offer represents a 104% premium to Tercica’s closing price on June 4, 2008 and a 74% premium to the volume-weighted average closing share price during the last three months.
Tercica’s Board of Directors, following the unanimous recommendation and approval by the Special Committee of Tercica’s Board of Directors who were advised by independent legal and financial advisors, have approved the merger agreement and recommend that Tercica’s stockholders vote to approve the merger.
The completion of the merger is subject to the satisfaction or waiver of customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Lehman Brothers is serving as financial advisor, and Morris, Nichols, Arsht & Tunnell LLP is serving as legal counsel, to the Special Committee of the Board of Directors of Tercica, and Tercica is represented by Cooley Godward Kronish LLP, Palo Alto, California.
surf's up......crikey
