DARA has entered into a proposed acquisition agreement with Midatech whereby each share of DARA will be converted into the right to receive (i) 0.272 Ordinary Shares of Midatech, subject to certain adjustments described in more detail below, and (ii) one Contingent Value Right ("CVR").
All Midatech Ordinary Shares will be delivered to the holders of DARA Common Stock in the form of American Depositary Receipts ("ADRs"). Based on the current price of Midatech, each DARA share will be converted into ADRs with a value equivalent to approximately $1.20 per DARA share. The ADRs will be listed on NASDAQ. Current DARA stockholders are expected to own approximately 16% of Midatech after the closing of the transaction. Each CVR will represent the right to additional contingent cash payments in the event that certain sales milestones with respect to DARA's products Gelclair and Oravig are met. A maximum aggregate value of $5.7 million in cash may become due and payable to the CVR holders in 2017 and 2018 upon attainment of the defined sales thresholds in 2016 and 2017, respectively.
DARA is trading +18% to $0.95, well below the nominal $1.20 deal value.
* Adjusted for cash/debt on acquired company’s balance sheet.
‡ Relative to “unaffected” share price in cases where a buyout offer or auction was made public; excludes contingent values unless otherwise specified.
® Reverse merger with private or non-US company.
n Premium relative to 2/24/15 (before leak of buyout bidding war).
p Premium relative to 8/18/14 (before speculation re AGN takeover).
q Premium relative to 4/10/14 (before Pershing Sq accumulation).
s Premium excludes contingent fees and is calculated from 12/13/13 close, the day before ENDP offer.
t For 42% of company not already owned.
u Includes $1.7B assumption of debt; premium relative to 3/27/12 close, when Bloomberg reported BMY bid. AZN pays BMY $3.4B to put AMLN’s portfolio into 50/50 JV.
v Excluding CVR of $4-14/sh; premium relative to 7/22/10 close.
w For 44% of DNA not already owned.
x Price includes entire deal in three stages; 17% premium is the blended avg price of NVS’ purchases ($164) relative to ACL’s market price 4/4/08 immediately prior to announcement of first stage of deal.
y Includes $0.45/sh of contingent payments.
z Liquidated by Deerfield following failed merger with Archemix.