By Lisa Kerner
Charlotte, N.C., Dec. 18 - Myriad Pharmaceuticals, Inc. agreed to acquire Javelin Pharmaceuticals, Inc. in an all-stock deal valued at $96 million and expected to close in the first quarter of 2010.
Javelin shareholders will receive 0.282 shares of Myriad stock for each share of Javelin stock outstanding.
The offer price is a 16.8% premium over the average closing price of Javelin stock over the last 10 trading days, according to joint news release from the companies.
Myriad will increase the exchange ratio up to 0.3311 based on the timing of the Federal Drug Administration's approval of Javelin's Dyloject (diclofenac sodium for injection), a New Drug Application-submitted candidate.
Both companies' boards of directors have unanimously approved the merger agreement, which includes a termination fee of $2.9 million payable by Javelin, according to a form 8-K filed with the Securities and Exchange Commission.
In addition, the companies entered into a loan and security agreement in which Myriad will provide up to $6 million of interim financing to fund Javelin's operations prior to closing, the filing said.
"This agreement creates a fully integrated biotechnology company with a submitted NDA for approval of a specialty care product, Dyloject, backed by significant financial resources, a broad pipeline for growth, and a seasoned management team for future commercialization efforts," Javelin chief executive officer Martin Driscoll said in the release.
Dyloject, a pain drug, is approved and marketed in the United Kingdom by Therabel Pharma NV. Myriad said it will assume all rights to future milestone payments and royalties due from Therabel.
Deutsche Bank Securities Inc. advised Myriad in connection with the transaction, and UBS Investment Bank advised Javelin.
Javelin is a Cambridge, Mass., pharmaceutical company.
Myriad is a Salt Lake City biopharmaceutical company.
| Acquirer: | Myriad Pharmaceuticals, Inc.
|
| Target: | Javelin Pharmaceuticals, Inc.
|
| Announcement date: | Dec. 18
|
| Transaction total: | $96 million
|
| Price per unit: | 0.282 shares of Myriad stock
|
| Termination fee: | $2.9 million
|
| Expected closing: | First quarter of 2010
|
| Stock price for target: | AMEX: JAV: $1.23 on Dec. 17
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