NuPathe Terminates Agreement With Endo and Enters Into Agreement to
Be Acquired by Teva
MALVERN, PA--(Marketwired - Jan 21, 2014) - NuPathe Inc.
(NASDAQ: PATH) today announced that it has terminated its agreement
and plan of merger with Endo Health Solutions Inc. and its Board
has withdrawn its recommendation that stockholders accept Endo's
offer to acquire all outstanding shares of NuPathe common stock.
NuPathe has also entered into an agreement and plan of merger with
Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) under which Teva
will acquire NuPathe for $3.65 per share in cash. In addition to
the upfront cash payment, NuPathe stockholders 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.
"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," stated Armando Anido, chief
executive officer of NuPathe. "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."
Under the terms of the agreement, an affiliate of Teva will
promptly commence a tender offer to acquire all outstanding shares
of NuPathe's common stock for $3.65 per share in cash and the right
to receive contingent cash consideration payments of up to $3.15
per share if specified net sales thresholds for NuPathe's ZECUITY
are achieved. The contingent cash consideration payments, which
will not be publicly traded, are as follows:
- $2.15 per share in cash payable upon net sales of ZECUITY of at
least $100 million in any four consecutive calendar quarters, on or
prior to the 60th day following the ninth anniversary of the date
of the first commercial sale of ZECUITY; and
- $1.00 per share in cash payable upon net sales of ZECUITY of at
least $300 million in any four consecutive calendar quarters, on or
prior to the 60th day following the ninth anniversary of the date
of the first commercial sale of ZECUITY.
The affiliate of Teva that consummates the tender offer will
enter into a separate Contingent Cash Consideration Agreement with
American Stock Transfer & Trust Company. The stockholders of
NuPathe will be third party beneficiaries under this agreement.
Pursuant to the terms of the Contingent Cash Consideration
Agreement, Teva will guarantee the obligations of its affiliate to
make the payments.
Following the successful completion of the tender offer, Teva
will acquire all remaining shares not tendered in the tender offer
through a second-step merger at the same price and with the
obligation to make the same contingent cash consideration payments
as to stockholders tendering their shares in the tender offer. 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
U.S. 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 board of
directors of NuPathe unanimously approved the transaction.
The transaction is expected to be completed in February
2014.
MTS Securities, LLC, an affiliate of MTS Health Partners, LP, is
acting as financial advisor and rendered a fairness opinion to
NuPathe, and Morgan, Lewis & Bockius LLP is acting as legal
advisor to NuPathe.
About NuPathe NuPathe Inc. is a specialty pharmaceutical company
focused on innovative neuroscience solutions for diseases of the
central nervous system including neurological and psychiatric
disorders.
NuPathe Forward-Looking Statements
This press release contains information that includes
forward-looking statements that are based on management's current
expectations of future events. Also, statements including words
such as "believes," "expects," "anticipates," "intends,"
"estimates," "plan," "will," "may" or similar expressions are
forward-looking statements. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual
results could vary materially from NuPathe's expectations and
projections. Risks and uncertainties include whether any of the net
sales milestones for ZECUITY will be achieved; the satisfaction of
closing conditions for the acquisition, including clearance under
the applicable competition laws and receipt of certain other
regulatory approvals for the transaction and the tender of a
majority of the outstanding shares of common stock of NuPathe; and
the possibility that the transaction will not be completed. A
further list and description of these risks, uncertainties and
other factors can be found in NuPathe's Annual Report on Form 10-K
for the fiscal year ended December 31, 2012 as filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 27, 2013
and its Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2013, filed with the SEC on November 14, 2013.
NuPathe does not undertake to update any forward-looking statements
as a result of new information or future events or
developments.
About the Tender Offer
THE TENDER OFFER DESCRIBED IN THIS DOCUMENT HAS NOT YET
COMMENCED. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES OF NUPATHE.
At the time the offer is commenced, an affiliate of Teva will
file a Tender Offer Statement on Schedule TO-T with the U.S.
Securities and Exchange Commission(the "SEC"), and NuPathe will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC with respect to the tender offer.
The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all stockholders of NuPathe at no expense to them. The Tender Offer
Statement and the Solicitation/Recommendation Statement will be
made available for free at the SEC's web site at www.sec.gov. Free
copies of these materials and certain other offering documents will
be made available by the information agent for the offer.
NUPATHE STOCKHOLDERS
AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS TO BE FILED BY TEVA WITH THE SEC)
AND THE SOLICITATION/RECOMMENDATION STATEMENT TO BE FILED BY
NUPATHE WITH THE SEC. SUCH DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER.
Additional Information and Where to Find It
In addition to the Solicitation/Recommendation Statement,
NuPathe files annual, quarterly and special reports, proxy
statements and other information with the U.S. Securities and
Exchange Commission (the "SEC"). You may read and copy any reports,
statements or other information filed by NuPathe at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. NuPathe's filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at www.sec.gov.
Contact Information: Westwicke Partners John Woolford (443)
213-0506 john.woolford@westwicke.com Keith A. Goldan Senior Vice
President, Chief Financial Officer NuPathe Inc. (610) 232-0800
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