BioCryst and Idera Pharmaceuticals merge

BioCryst, Idera Pharmaceuticals enter merger agreement

BioCryst and Idera Pharmaceuticals merge Stockwinners.com
BioCryst and Idera Pharmaceuticals merge 

BioCryst Pharmaceuticals (BCRX), and Idera Pharmaceuticals (IDRA) announced that they have signed a definitive merger agreement to form a new enterprise focused on the development and commercialization of medicines to serve more patients suffering from rare diseases.

The combined company will be renamed upon closing and will be led by Vincent Milano, CEO of Idera, who will also serve as a member of the Board.

BioCryst Chairman, Robert Ingram, will be Chairman of the Board of the combined company and BioCryst CEO Jon P. Stonehouse will serve as a member of the Board of Directors.

BioCryst and Idera Pharmaceuticals merge Stockwinners.com
BioCryst and Idera Pharmaceuticals merge 

Under the terms of the merger agreement, each share of BioCryst common stock will be exchanged for 0.50 shares of the new company stock and each share of Idera common stock will be exchanged for 0.20 shares of the new company stock.

The exchange ratio reflects an “at market” combination based upon the approximate 30-day average volume weighted trading prices for each company.

On a proforma, fully diluted basis, giving effect to all dilutive stock options, units and warrants, BioCryst stockholders will own 51.6 percent of the stock of the combined company and Idera stockholders will own 48.4 percent.

The stock issuance in the merger is expected to be tax-free to stockholders.

The merger agreement has been unanimously approved by the boards of directors of both companies.

The transaction is subject to approval by the stockholders of both companies, as well as regulatory approvals and satisfaction of other customary closing conditions.

A significant stockholder of each company has agreed to enter into a voting and support agreement and has agreed to vote in favor of the transaction.

This stockholder owns approximately 9% of Idera shares outstanding and approximately 14% of BioCryst shares outstanding.

The transaction is expected to be completed by the end of the second quarter of 2018.

The combined company, which will be renamed post-closing, will be headquartered in Exton, PA, at the current Idera headquarters, with a consolidated research center in Birmingham, AL.

In addition to Mr. Milano’s role as CEO of the combined company, Dan Soland will join the combined company and will serve in the role of Chief Operating Officer.

BCRX closed at $5.59.  IDRA closed at $2.55.


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Juno Therapeutics sold for $87 per share in cash

Celgene to buy Juno Therapeutics for $87 per share in cash

Celgene to buy Juno Therapeutics for $87 per share in cash

Celgene Corporation (CELG) and Juno Therapeutics (JUNO) announced the signing of a definitive merger agreement in which Celgene has agreed to acquire Juno.

Under the terms of the merger agreement, Celgene will pay $87 per share in cash, or a total of approximately $9B, net of cash and marketable securities acquired and Juno shares already owned by Celgene.

The transaction was approved by the boards of directors of both companies. The transaction is anticipated to close in Q1:18.

Celgene expects to fund the transaction through a combination of existing cash and new debt.

The resulting capital structure will be consistent with Celgene’s historical financial strategy and strong investment grade profile providing the financial flexibility to pursue Celgene’s strategic priorities and take actions to drive post 2020 growth.

The acquisition is expected to be dilutive to adjusted EPS in 2018 by approximately 50c and is expected to be incrementally additive to net product sales in 2020.

There is no change to the previously disclosed 2020 financial targets of total net product sales of $19B-$20B and adjusted EPS greater than $12.50.

J.P. Morgan Securities LLC is acting as financial advisor to Celgene on the transaction. Morgan Stanley & Co. LLC is acting as financial advisor to Juno.

Legal counsel for Celgene is Proskauer Rose LLP and Hogan Lovells, and Juno’s legal counsel is Skadden, Arps, Slate, Meagher and Flom, LLP.


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Validus sold for $5.56B, or $68 per share

AIG to acquire Validus for $5.56B, or $68 per share, in cash

AIG to acquire Validus for $5.56B, or $68 per share. Stockwinners.com
AIG to acquire Validus for $5.56B, or $68 per share.

American International Group (AIG) announced it has entered into a definitive agreement to acquire all outstanding common shares of Validus Holdings (VR), a provider of reinsurance, primary insurance, and asset management services.

The transaction enhances AIG’s General Insurance business, adding a leading reinsurance platform, an insurance-linked securities asset manager, a meaningful presence at Lloyd’s and complementary capabilities in the U.S. crop and excess and surplus markets.

Holders of Validus common shares will receive cash consideration of $68.00 per share, for an aggregate transaction value of $5.56 billion, funded by cash on hand.

The transaction is expected to be immediately accretive to AIG’s earnings per share and return on equity.

Validus brings complementary, market-leading capabilities to AIG, enhancing AIG’s platform and long-term growth opportunities for both companies.

The diversification benefits of the transaction also provide significant additional capital efficiencies over time.

The transaction has been unanimously recommended by the boards of directors of AIG and Validus.

The transaction is expected to close mid-2018, subject to approval by Validus shareholders and other customary closing conditions, including regulatory approvals in relevant jurisdictions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.


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