Endo Health Solutions To Acquire NuPathe - Quick Facts

(RTTNews) - Endo Health Solutions (ENDP) announced Monday that it agreed to acquire NuPathe Inc. (PATH) for $2.85 per share in cash, or about $105 million. In addition to the upfront cash payment, NuPathe shareholders will receive rights to receive additional cash payments of up to $3.15 per share if specified net sales of NuPathe's migraine treatment Zecuity are achieved over time.

The board of directors of NuPathe unanimously approved the transaction.

Endo said it expects meaningful cost synergies from the transaction, which is expected to be accretive to Endo's adjusted diluted earnings per share within the first 12 months of closing.

Zecuity, which was approved by the U.S. Food and Drug Administration or FDA in January 2013 for the acute treatment of migraine with or without aura in adults, is the first and only FDA-approved prescription migraine patch. Zecuity is a disposable, single-use, battery-powered transdermal patch that actively delivers sumatriptan, the most widely prescribed migraine medication, through the skin. Zecuity provides relief of both migraine headache pain and migraine-related nausea or MRN.

As per the terms of the merger agreement, an affiliate of Endo will promptly commence a tender offer to acquire all of the outstanding shares of NuPathe's common stock for $2.85 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share if specified net sales milestones for NuPathe's migraine treatment Zecuity are achieved. The contingent cash consideration payments will not be publicly traded.

The contingent cash consideration payments can be $2.15 per share if net sales of Zecuity exceed $100 million during any four-quarter period prior to the ninth anniversary of the first commercial sale of Zecuity; and an additional $1.00 per share if net sales of Zecuity exceed $300 million during any four-quarter period prior to the ninth anniversary of the first commercial sale of Zecuity.

The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission.

The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding NuPathe shares on a fully diluted basis, the expiration or termination of any applicable waiting periods under applicable competition laws, and other customary conditions.

The transaction is expected to be completed in early 2014.