Under the terms of the merger agreement between the two companies, Forest Labs will pay $30 per share in cash, with additional milestone payments of up to $6 per share based on the commercial success of Clinical Data’s new antidepressant drug, Viibryd, according to the companies.
The acquisition will help New York City-based Forest Labs replace sales of the antidepressant drug Lexapro, which will lose patent protection in 2012, company officials said in a conference call scheduled to discuss the merger. Lexapro brought the company about $1.5 billion in revenues during its first five years on the market, they said.
The upfront payment of $30 per share is below CLDA’s closing price of nearly $34 on Friday, Feb. 18, it represents a premium of 19.2 percent on its closing price of Jan. 24, when Clinical Data announced that the Food & Drug Administration had approved Viibryd, according to the companies. The company’s shares are currently trading for about $31.00 per share, where they opened on Feb. 22 when the merger deal was announced.
"We believe that we are uniquely positioned to bring Viibryd to market in light of our long and successful experience of clinical development and expertise in the antidepressant market," Forest Labs CEO Howard Solomon said in prepared remarks.
Forest Labs plans to finance the deal for Newton, Mass.-based Clinical Data with cash on hand.
Clinical Data sold off its Familion testing and pharmacogenomics biomarker assets to Transgenomic Inc. for $15.4 million in its final step of transformation from a diagnostics firm to a pharmaceutical company last November.
Here’s a roundup of companies announcing mergers, acquisitions and divestitures.
- GE Healthcare closes acquisition of Orbotech Medical Solutions
General Electric Co. (NYSE:GE) subsidiary GE Healthcare completed the acquisition of the assets of Orbotech Medical Solutions Ltd., a subsidiary of Orbotech Ltd., and a manufacturer of cadmium zinc telluride detectors used in GE ‘s Alcyone nuclear medicine technology. GE Healthcare’s Alcyone technology combines CZT detectors, focused pin-hole collimation, 3D reconstruction, and stationary data acquisition to reduce acquisition time and dose, improve workflow while maintaining image quality. Alcyone technology enables views of cardiac anatomy and functionality with greater clarity and speed, resulting in scan times as short as three minutes or up to a four-fold reduction in dose. The terms of the deal were not disclosed.
- Sparton Corp, to acquire assets of Byers Peak for $4.4 million
Sparton Corp. (NYSE:SPA), signed a definitive agreement to acquire certain assets and assume certain liabilities of Byers Peak Inc. in a $4.35 million all-cash transaction, subject to certain post-closing adjustments. Byers Peak, located near Denver, Colo., primarily manufactures medical devices for OEM and emerging technology companies in the Therapeutic Device market, including products for surgical navigation, RF energy generation, non-invasive pain relief, arterial disease, and kidney dialysis.
- Twenty potential buyers ready offers for AstraZeneca’s Astra Tech assets
About 20 bidders are considering a buyout of all or portions of Astra Tech, AstraZeneca plc’s (NYSE:AZN) dental and medical devices business. AZN hopes the unit could bring in $2 billion, Reuters reported. Astra Tech, which logged sales of $535 million last year, is the world’s third-biggest dental implant maker and also sells medical devices, focusing chiefly on urology, the publication wrote.