Alexza Pharmaceuticals: Ferrer To Buy Alexza For $0.90 Per Share Plus
Edison | May 12, 2016 03:11AM ET
Ferrer entered into a definitive agreement with Alexza Pharmaceuticals Inc (NASDAQ:ALXA), whereby Ferrer will acquire the company for $0.90 per share in cash, plus contingent value rights (CVRs) entitling shareholders to a pro rata share of up to four milestone-based payments, totalling a potential maximum of $35m (or approximately $1.60 per share) subject to certain deductions. This offer, unanimously supported by Alexza’s board, follows the letter of intent entered into by both parties in late February. The offer represents a 67% premium to the 9 May closing price and is expected to close in Q216, subject to completing the tender offer by shareholders.
The per-share cash component of the offer ($0.90 per share) does not differ substantially from our most recently published per-share equity valuation of the company, of $1.04 per share. The CVRs provide additional upside potential, with $3m (less deductions) available on Ferrer receiving $10m of development milestones for Staccato-based product candidates (excluding Adasuve), and $6m payable on Ferrer receiving $30m of such milestones. $9m would be payable to shareholders on Ferrer realizing its first $100m in combined commercialisation and development revenues for Staccato-based products (including Adasuve) and $17m would be payable on Ferrer realizing its first $300m of such revenue.
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