Teva Pharmaceutical Industries Ltd. (NYSE: TEVA ) announced today that it will buy NuPathe for $144 million upfront, with the possibility of adding on approximately $124 million more if NuPathe achieves certain sales goals.
NuPathe's main draw is its migraine treatment medication ZECUITY, the only FDA-approved prescription migraine patch for adults with or without aura , which would expand Teva's medicine portfolio for treating central nervous system problems. Not only will Teva now include ZECUITY in its own line-up, but it will also have access to NuPathe's proprietary technology, including its transdermal delivery system for patients.
Teva's offer is for $3.65 per share in cash with perhaps up to $3.15 per share more if sales targets are met.
To snag NuPathe, Teva beat out Endo Health Solutions' (NASDAQ: ENDP ) previously standing merger agreement. NuPathe CEO Armando Anido noted in a statement that "Teva's offer represents a premium of $0.80 per share (28%) over the upfront cash consideration offered by Endo, with equal contingent cash consideration. As a recognized leader in the field of diseases of the central nervous system, we believe that Teva is well-positioned to maximize ZECUITY'S potential."
For Endo Health Solutions, it will leave the transaction with a $5 million termination fee paid by NuPathe. "We believe that the agreement NuPathe has signed with Teva is positive news for NuPathe stockholders and as a result we accepted the termination fee and are now proceeding to withdraw our tender offer," said Rajiv De Silva, President and CEO, in a statement. "We believe our offer represented fair value for NuPathe. We will remain disciplined in our approach to M&A and will look to deploy capital on other opportunities to create value for our shareholders."
Barring any regulatory holdups, the Teva-NuPathe deal is expected to be closed next month.