MONT-SAINT-HILAIRE, QUEBEC (TSX: AXP)(NASDAQ: AXCA), a leading
pharmaceutical company focused on the treatment of gastrointestinal
disorders, today announced that it has entered into an agreement
for Axcan to be acquired by TPG Capital and its affiliates in an
all-cash transaction with a total value of approximately US$1.3
billion.
Under the terms of the transaction, TPG Capital and its
affiliates will acquire all of the common shares of Axcan for an
offer price of US$23.35 per common share. The purchase price
represents a 28 percent premium over the average trading price of
Axcan's common shares on November 28, 2007, the last trading day on
the NASDAQ prior to this announcement. Axcan anticipates that the
transaction will be completed in the first calendar quarter of
2008.
The board of directors of Axcan has unanimously approved the
agreement and recommends that shareholders vote to accept the
offer.
"This transaction provides compelling value and certainty to our
shareholders. Our Board of Directors believes that this is the best
way to maximize value while providing the company with long-term
partners who share our commitment to patients and employees," said
Frank Verwiel, M.D., president and CEO of Axcan. "TPG's investment
recognizes the critical contribution that Axcan's professionals
have made over the past 25 years. As an independent, private
company with strong backing from TPG, we will be able to continue
our focus on the development of innovative, high-quality medical
products and become an even stronger partner to health
professionals in the gastrointestinal arena."
"We are pleased to invest in the leading pharmaceutical company
specializing in the treatment of gastrointestinal illnesses. We
look forward to supporting this excellent management team and
workforce in growing the company's global distribution capabilities
and product line. Axcan will be an important addition to TPG
Capital's broad healthcare portfolio," said Todd Sisitsky, Partner,
TPG Capital.
The transaction will be financed through a combination of equity
contributed by TPG Capital and its affiliates and debt financing
that has been committed by Bank of America and HSBC. The
transaction is not contingent on financing commitments.
Completion of the transaction is subject to the affirmative vote
of Axcan shareholders and other customary conditions, including
regulatory approvals. The arrangement agreement contains customary
provisions including the payment of a break-up fee in the event of
termination in certain circumstances. Following the completion of
the transaction, the Company's stock will be de-listed and no
longer trade publicly. The Company's headquarters will remain in
Quebec, Canada.
A proxy circular detailing the rationale for recommending the
offer to shareholders will be prepared and mailed to shareholders
in the month of December. Shareholders are urged to read the proxy
circular once it is available. Shareholders will be asked to vote
on the transaction at a special meeting, the details of which will
be announced at a later date.
A material change report, which provides more details on the
transaction, will be filed with the Canadian securities commissions
and with the U.S. Securities and Exchange Commission and will be
available at www.sedar.com and at www.sec.gov.
Merrill Lynch & Co. is financial advisor to Axcan. Stikeman
Elliott LLP and Latham & Watkins LLP are legal counsel to
Axcan. Bank of America is providing financial advice to TPG and
Ropes & Gray LLP and Davies Ward Phillips & Vineberg LLP
are providing legal advice to TPG.
ABOUT AXCAN PHARMA
Axcan is a leading multinational specialty pharmaceutical
company focused on gastroenterology. The Company develops and
markets a broad line of prescription products to treat a range of
gastrointestinal diseases and disorders such as inflammatory bowel
disease, irritable bowel syndrome, cholestatic liver diseases and
complications related to pancreatic insufficiency. Axcan's products
are marketed by its own specialized sales forces in North America
and Europe. Its common shares are listed on the NASDAQ Global
Market under the symbol "AXCA" and on the Toronto Stock Exchange
under the symbol "AXP".
ABOUT TPG CAPITAL
TPG Capital is the global buyout group of TPG, a leading private
investment firm founded in 1992, with more than $35 billion of
assets under management and offices in San Francisco, London, Hong
Kong, New York, Minneapolis, Fort Worth, Melbourne, Menlo Park,
Moscow, Mumbai, Beijing, Shanghai, Singapore and Tokyo. TPG Capital
has extensive experience with global public and private investments
executed through leveraged buyouts, recapitalizations, spinouts,
joint ventures and restructurings. TPG Capital seeks to invest in
world-class franchises across a range of industries, including
healthcare (Biomet, Fenwal, IASIS Healthcare, Oxford Health Plans,
Parkway Holdings, Quintiles Transnational, Surgical Care
Affiliates), retail/consumer (Debenhams, Ducati, J. Crew, Myer,
Neiman Marcus, Petco, TOMY Company), travel (America West,
Continental, Hotwire, Sabre), media and communications (Alltel,
Avaya, Findexa, Hanaro Telecom, MGM, TIM Hellas), industrials
(Altivity Packaging, British Vita, Energy Future Holdings (formerly
TXU), Grohe, Kraton Polymers, Texas Genco), technology (Freescale
Semiconductor, Lenovo, MEMC, ON Semiconductor, Seagate, SunGard)
and financial services (Ariel Reinsurance, Fidelity National
Information Services, LPL Financial Services, Shenzhen Development
Bank, Taishin Holdings), among others. Please visit
www.tpg.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating
to the proposed acquisition of Axcan Pharma Inc., including
statements regarding the completion of the proposed transaction and
other statements that are not historical facts. Such
forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicted in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place
undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a
number of terms and conditions, including, without limitation: (i)
applicable governmental authorities approvals, (ii) required Axcan
shareholder approval, (iii) necessary court approvals, and (iv)
certain termination rights available to the parties under the
Arrangement Agreement. These approvals may not be obtained, the
other conditions to the transaction may not be satisfied in
accordance with their terms, and/or the parties to the Arrangement
Agreement may exercise their termination rights, in which case the
proposed transaction could be modified, restructured or terminated,
as applicable.
The forward-looking statements contained in this news release
are made as of the date of this release. We disclaim any intention
and assume no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Additionally, we undertake no obligation to comment
on expectations of, or statements made by, third parties in respect
of the proposed transaction. For additional information with
respect to certain of these and other assumptions and risks, please
refer to the related material change report and the Arrangement
Agreement to be filed by Axcan Pharma Inc. with the Canadian
securities commissions (available at www.sedar.com) and with the
U.S. Securities and Exchange Commission (available at
www.sec.gov).
Contacts: Axcan Pharma Inc. Isabelle Adjahi Senior Director,
Investor Relations and Communications 450-467-2600 ext. 2000
www.axcan.com
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