Novo Nordisk Completes Acquisition of Emisphere Technologies for $1.35 Billion
Emisphere Technologies, Inc. (“Emisphere” or the “Company”) today
announced the completion of the previously announced transaction
whereby Novo Nordisk A/S (“Novo Nordisk”) (NYSE: NVO) acquired
Emisphere, on a cash-free, debt-free basis, for $1.35 billion. The
consideration paid was $7.83 per share, which was based on the
amount of cash and debt of the Company at closing and approximately
170.9 million fully diluted shares outstanding. As a result of the
completion of the merger, Emisphere has become a wholly owned
subsidiary of Novo Nordisk.
The merger was subject to customary closing conditions,
including approval by Emisphere stockholders and the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the “HSR Act”). On November 23,
2020, early termination of the waiting period under the HSR Act was
granted. Today, at a special meeting of stockholders, Emisphere’s
stockholders approved the adoption of the merger agreement.
Simultaneous with the completion of the merger, Novo Nordisk
completed its acquisition of the related royalty stream obligations
owed to affiliates of MHR Fund Management LLC (“MHR”) for $450
“We are very pleased to reach today’s milestone and know Novo
Nordisk will guide Emisphere into a promising new era. The
Emisphere Board of Directors and its Special Committee are
confident that this transaction has delivered substantial value to
our stockholders,” said Timothy G. Rothwell, Chairman of
“MHR was an early believer in Emisphere and its proprietary
Eligen drug delivery technology. Our longstanding support of the
company was validated when its partnership with Novo Nordisk
resulted in the development of an oral formulation for GLP-1, which
we believe will be a transformative drug for the treatment of Type
2 diabetes. We are immensely proud of the pivotal role we have
played in Emisphere’s success, culminating in the completion of the
company’s transaction with Novo Nordisk, delivering immediate and
substantial value to all Emisphere shareholders,” said Mark H.
Rachesky, M.D., Founder of MHR and a member of the board of
Emisphere is represented by Wachtell, Lipton, Rosen & Katz
as legal advisor. Jefferies LLC is acting as the Emisphere Special
Committee’s financial advisor, and Wilmer Cutler Pickering Hale and
Dorr LLP is acting as its legal advisor.
About Eligen® Carrier Technology
Eligen® technology enables drug therapies to be provided in a
tablet formulation with an absorption-enhancing excipient.
Emisphere created Eligen® technology, its proprietary oral drug
delivery platform, to facilitate the absorption of small and large
molecules without altering their chemical form, biological
integrity or pharmacological properties. Notably, the technology
enables the transport of therapeutic molecules including large
peptides and proteins across biological membranes such as those of
the gastrointestinal tract.
TechnologiesEmisphere is a drug delivery company
that utilises its proprietary technologies to develop new oral
formulations of therapeutic agents. For more information, please
visit the Company's website at www.emisphere.com.
Emisphere Technologies, Inc.email@example.com