ViroPharma Incorporated (VPHM)

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2:05AM ViroPharma to be acquired by Shire (SHPG) for $50 per share (VPHM) 39.38 : Shire (SHPG) and ViroPharma (VPHM) announce that their Boards have unanimously approved, and the companies have entered into, a merger agreement pursuant to which Shire will acquire all the outstanding shares of the rare disease company ViroPharma for $50 per share in cash, for a total consideration of ~$4.2 bln. The $50 per share price in the transaction represents a 27% premium to ViroPharma's closing share price on Friday

Shire transaction highlights:

Expands rare disease portfolio which Shire is strategically committed to strengthen
Adds CINRYZE, with growing sales in the prophylactic treatment of HAE, which complements Shire's FIRAZYR
Enhances Shire's short and long term revenue growth profile
Expected annual cost synergies of ~$150 mln by 2015, over and above the improved operating leverage already being driven by the ongoing One Shire reorganization
Immediately accretive to Shire's Non GAAP EPS following completion and enhances earnings growth profile
Shire expects transaction to deliver ROIC in excess of its weighted average cost of capital
Acquisition to be effected by a tender offer and funded from Shire's cash resources and existing and new bank facilities
Share Buy-back program
Following the announcement of this transaction, Shire intends to terminate its share buyback program. Shire's Board will continue to review Shire's capital structure on an ongoing basis.