Piramal Healthcare Limited to Acquire Minrad International, Inc.
December 22 2008 - 11:57PM
PR Newswire (US)
- Combined company will create a global company in inhaled
anaesthetic gas products - MUMBAI, India, Dec. 22
/PRNewswire-FirstCall/ -- Piramal Healthcare Limited [NSE:
Pirhealth, BSE: 500302], one of India's largest pharmaceutical and
healthcare companies, and Minrad International, Inc. (AMEX:BUF), a
provider of generic inhalation anesthetics, jointly announced that
they have signed a definitive merger agreement for Piramal to
acquire Minrad. Under the terms of the agreement, Minrad will merge
with a newly incorporated wholly-owned subsidiary of Piramal. If
the merger is completed, stockholders of Minrad will receive $0.12
per share in cash. In connection with the merger agreement, Piramal
has also agreed to acquire Minrad's 8% Senior Secured Convertible
Notes from the note holders. Total consideration for the merger and
acquisition of the notes, in cash plus the assumption of debt, will
be approximately $40 million. The transaction is conditioned upon
approval by Minrad's stockholders and other customary closing
conditions. It is not subject to any financing contingency and is
expected to close in the first quarter of 2009. The strategic
combination will give Piramal access to key intellectual property
for the manufacture of inhalation anesthetics, including
process-based intellectual property for both sevoflurane and
desflurane, and will provide Piramal an immediate entry into the US
market for sevoflurane, the largest selling inhalation anesthetic
in the US. Piramal is a leading producer of halothane and
isoflurane, while Minrad's product portfolio of inhalation
anaesthetics consists of isoflurane, enflurane and sevoflurane. In
addition, Minrad has filed an Abbreviated New Drug Application
(ANDA) for desflurane with the US Food and Drug Administration
(FDA). Upon completion of the merger, the combined company will
have a marketing and sales network across 108 countries with 178
distributors, capable of supplying anesthetic products to supply
chain vendors and end users, including hospitals, pain management
clinics, veterinary hospitals, university research centers, and
medical industrial users. Commenting on the acquisition, Mr. Ajay
Piramal, Chairman, Piramal Group said, "The offer to Minrad is
consistent with our commitment to build a serious global presence
in Critical Care. We respect the leading work that Minrad
scientists and workforce have built over the past many years. Our
dedication to building the Critical Care business is a reflection
of our commitment to knowledge and innovation, dynamic action and
care that empowers -- consistent with our Group's values." David
DiGiacinto, President of Minrad said: "The proposed transaction
with Piramal is the result of an extended process undertaken by our
Board of Directors and financial advisors to address the company's
capital requirements. Our Board believes the transaction is in the
best interests of all our stakeholders, and also allows our
employees to continue growing the Minrad business as part of a
global leader in anesthetic products. We hope to complete it as
soon as possible." The Boards of Directors of Piramal and Minrad
have approved the transaction. Certain stockholders of Minrad,
holding approximately 20% percent of Minrad's outstanding common
stock, have agreed to vote for approval of the merger with Piramal.
Concurrently, with the signing of the merger agreement, Piramal
provided Minrad with a senior secured loan of $12 million to
provide Minrad with capital for operations during the period
preceding the closing of the merger. Upon closing of the merger,
Piramal expects the transaction to be accretive to its earnings for
the fiscal year ending March 31, 2010. Advisors UBS Investment Bank
acted as exclusive financial advisor to Piramal Healthcare. Waller
Lansden Dortch & Davis, LLP, Ashurst LLP and Reed Smith LLP
acted as legal advisors to Piramal Healthcare in connection with
the transaction. Barclays Capital Inc. acted as exclusive financial
advisor to Minrad and Hodgson Russ LLP acted as legal advisor.
Important Information about the Merger In connection with the
proposed merger, Minrad International, Inc. intends to file a proxy
statement and related materials concerning the transaction with the
U.S. Securities and Exchange Commission, or SEC. THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND
STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME
AVAILABLE. When available, Minrad International will mail the proxy
statement and related materials to its stockholders. When filed
with the SEC, the proxy statement and related materials will be
available for free (along with any other document and reports filed
by Minrad International with the SEC) at the SEC's website,
http://www.sec.gov/, and at the Minrad International website,
http://www.minrad.com/. Minrad International and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Minrad International stockholders in
connection with the proposed merger. Certain information regarding
the participants and their interests in the solicitation is set
forth in the proxy statement for Minrad International's 2008 annual
meeting of stockholders filed with the SEC on April 21, 2008, and a
Form 10-KSB/A filed by Minrad International with the SEC on April
21, 2008, both of which are available free of charge from the SEC
and Minrad International at their web sites as indicated above.
Information regarding the interests of these persons in the
solicitation will be more specifically set forth in the proxy
statement concerning the proposed merger that will be filed by
Minrad International with the SEC and which will be available free
of charge from the Minrad International and the SEC at their
websites, as indicated above. For investor queries, please contact:
Piramal Group Vijay Sathye, President - M&A and Investor
Relations Tel: +91 (0) 22 3046 6412, Sagar Gokani, Manager -
Investor Relations Tel: +91 (0) 22 3046 6474 Prasad Mhatre, Manager
- Investor Relations Tel: +91 (0) 22 3046 6489 For further
information, please contact: Piramal Group Ganesh Somwanshi
Corporate Communications Piramal Group Contact: +91-22-3046 7873
Mobile: +91-9819334878 Shuchi / Priyanka Hanmer & Partners Tel:
+91-22-6633 5969 Mobile: +91-9987059571 / +91-98336 99707 Minrad
International, Inc Charles R. Trego, Jr. Executive Vice President
and CFO (716) 855-1068 Notes to Editors: About the Piramal Group
Spanning a broad spectrum of industries and formats, the Piramal
Group is committed to achieving excellence and leadership by
adhering to ethically sound, innovative and value-driven practices
in its diverse, yet focused, business ventures and initiatives. The
Group's turnover exceeded US$ 900 million in FY2008. About Piramal
Healthcare Piramal Healthcare Limited ("PHL") is one of India's
largest pharmaceutical companies with a growth track record of 29%
CAGR in Sales and Profits since 1988. PHL had consolidated revenues
of US$ 580 million in 2007-08. The Company is currently ranked 4th
in the Indian market with a diverse product portfolio spanning nine
therapeutic areas. The Company is also one of the largest custom
manufacturing companies with a global footprint of assets across
North America, Europe and Asia. PHL is listed in India on the
National Stock Exchange (Ticker: PIRHEALTH) and the Bombay Stock
Exchange (Ticker: 500302). For further information, visit
http://www.nicholaspiramal.com/ About Minrad International, Inc.
MINRAD International, Inc. is an interventional pain management
company with real-time image guidance, anesthesia and analgesia,
conscious sedation product lines. The real-time image guidance
products facilitate minimally invasive surgery especially for pain
management and have broad applications in orthopedics,
neurosurgery, and interventional radiology. These devices enable
medical professionals to improve the accuracy of interventional
procedures and reduce radiation exposure. MINRAD International also
manufactures and markets generic inhalation anesthetics for use in
connection with human and veterinary surgical procedures. The
company is developing a drug/drug delivery system for conscious
sedation, which, similar to nitrous oxide in dental surgery,
provides a patient with pain relief without loss of consciousness.
Additional information can be found at the company's website,
http://www.minrad.com/. Forward-Looking Statements: This press
release contains forward-looking statements based on Minrad
management's current expectations and projections about future
events and trends that management believes may affect Minrad's
financial condition, results of operations, business strategy and
financial needs. The words "expect," "plan," "will" and similar
expressions are generally intended to identify forward-looking
statements. These statements, including those regarding the merger,
the proxy statement and the combined company's growth, continued
success and prospects from the merger, have been included in
reliance on the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements involve risks,
uncertainties and other factors that may cause actual results to
differ from the expectations expressed in the statements. Many of
these factors are beyond the ability of Minrad to control or
predict. These factors include, without limitation: (i) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (ii) the
outcome of any legal proceedings that may be instituted against
Minrad and others following announcement of the merger agreement;
(iii) the inability to complete the merger due to the failure to
obtain stockholder approval or the failure to satisfy other
conditions to completion of the merger; (iv) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (v) the ability to recognize the benefits of the merger;
(vi) the amount of the costs, fees, expenses and charges related to
the merger and the actual terms of certain financings that will be
obtained for the merger; and (vii) other risks and uncertainties
detailed from time to time in Minrad's filings with the Securities
and Exchange Commission; including those risks described under the
heading "Risk Factors" of Minrad International's Form 10-KSB/A,
filed with the Securities and Exchange Commission on April 21,
2008. In light of the significant uncertainties inherent in the
forward-looking statements contained in this press release, you
should not place undue reliance on them. Minrad undertakes no
obligation to update any forward-looking statements or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise. DATASOURCE: Minrad
International, Inc. CONTACT: Investors, Vijay Sathye, President -
M&A and Investor Relations, +91 (0) 22 3046 6412, , Sagar
Gokani, Manager - Investor Relations, +91 (0) 22 3046 6474, ,
Prasad Mhatre, Manager - Investor Relations, +91 (0) 22 3046 6489,
, or corporate communications, Ganesh Somwanshi, +91-22-3046 7873,
or mobile, +91-9819334878, , all of Piramal Group; or Shuchi,
Mobile, +91-9987059571, , or Priyanka, Mobile, +91-98336 99707, ,
both of Hanmer & Partners, +91-22-6633 5969; or Charles R.
Trego, Jr., Executive Vice President and CFO of Minrad
International, Inc., +1-716-855-1068 Web site:
http://www.minrad.com/ http://www.nicholaspiramal.com/
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