Norgine and Merus Labs Enter into a Merger Agreement
Norgine B.V. and Merus Labs International announced that they have entered into a merger agreement under which Norgine will acquire all of the issued and outstanding common shares of Merus for $1.65 per share in cash including the assumption of all debt obligations, for a total enterprise value of approximately $342 million.
The transaction will be financed through a combination of available cash and new credit facilities that Norgine has secured prior to executing the Arrangement. If the Arrangement Agreement is terminated in certain circumstances, including if Merus enters into an agreement with respect to a superior proposal or if the Board of Directors of Merus withdraws or modifies its recommendation with respect to the Arrangement, Norgine will be entitled to a termination fee of $7.5 million
The transaction is subject to court approval, and the approval of the holders of at least 66⅔% of Merus’ common shares present in person or represented by proxy at a special meeting of Merus shareholders to be called to consider the Arrangement. Directors and senior executive officers of Merus, who together hold an aggregate of approximately 5.7% of the issued and outstanding Merus common shares (calculated on a non-diluted basis), have entered into voting support agreements with Norgine in favour of the Arrangement.
Norgine Chairman and CEO, Peter Stein said that their acquisition of Merus will strengthen their position as the ‘go-to’ European specialist pharma company. The Merus team has built a strong platform of established products. They look forward to working closely with the Merus team to efficiently complete this transaction and welcoming them to Norgine.
Merus chairman, Michael Cloutier said that After a comprehensive review of strategic alternatives, and consultation with the Company’s financial and legal advisors and the Special Committee of Independent Directors, Their Board has unanimously concluded that this transaction is in the best interests of the Company and their stakeholders. They are pleased that this transaction appropriately recognizes the value of Merus’ stable legacy product portfolio and strong cash flow.