Announced 01/22/13
959.00M for MAP Pharmaceuticals, Inc.
Merger/Acquisition
Allergan Inc. (NYSE:AGN) entered into a definitive merger agreement to acquire MAP Pharmaceuticals, Inc. (NasdaqGS:MAPP) from a group of shareholders for approximately $960 million on January 22, 2013. The group of shareholders consists of Bay City Capital Fund IV, L.P. managed by Bay City Capital LLC, Skyline Ventures III, L.P. managed by Skyline Ventures, Horizon Technology Finance Management, LLC, T. Rowe Price Associates, Inc., OrbiMed Advisors, L.L.C., FirstMark ... Capital, L.L.C. Brookside Capital Partners Fund, L.P. managed by Brookside Capital Management, LLC and others. MAP Pharmaceuticals has granted an irrevocable option (Top-Up Option) to Allergan. Allergan expects to fund the transaction with a combination of cash on hand, cash equivalents and short-term borrowings under its commercial paper program. Allergen will offer $25 for each common stock, options and restricted stock units of MAP. On completion, MAP will operate as a wholly owned subsidiary of Allergan. Post tender offer, all shares not tendered in the tender offer being converted into the right to receive $25 per share. MAP will pay a termination fee of $36 million to Allergan. All of MAP's Directors and executive officers and a major stockholder of MAP affiliated with a Director, collectively owning approximately 9% of MAP's outstanding common stock, have entered into a tender and support agreement with Allergan committing to tender all of their MAP shares in the tender offer and, if applicable, to vote in favor of the merger. The transaction will be accomplished pursuant to a cash tender offer followed by a second step merger. As of January 31, 2013, the tender offer was commenced. MAP’s Directors and Executive Officers and a major stockholder of MAP affiliated with a director, collectively owning approximately 9% of MAP’s outstanding common stock, have entered into a tender and support agreement with Allergan committing to tender all of their MAP shares in the tender offer and, if applicable, to vote in favor of the merger. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on the night of February 28, 2013, unless extended in accordance with the merger agreement and applicable rules and regulations of the SEC.
The transaction has been unanimously approved by the Boards of Directors of Allergan and MAP Pharmaceuticals. Boards of Directors of MAP Pharmaceuticals unanimously agreed to recommend that MAP's stockholders tender their shares to Allergan in the tender offer. The deal is subject to a tender of at least a majority of MAP's outstanding shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The transaction is not subject to any financing contingency. As on February 7, 2013, Federal Trade Commission has granted early termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976. The acquisition is expected to close late in the first quarter or in the second quarter of 2013. Allergan anticipates that this transaction will be dilutive to 2013 earnings per share by approximately $0.07 and accretive to earnings per share by the second half of 2014.
As of February 28, 2013, the tender offer expired and 30.5 million shares were tendered. Allergan intend to promptly effect a "short-form" merger to acquire the rest of the shares.
Jim Katzman, Chuck Adams and Qumars Montazeri of Goldman, Sachs & Co. acted as financial advisors, Terrence Allen, Greg Davidson, David Lee and Christopher Bors of Gibson, Dunn & Crutcher LLP and Cravath, Swaine & Moore LLP acted as legal advisors and Acquire Media acted as public relations advisor to Allergan. Alan Hartman and Mark Robinson of Centerview Partners LLC acted as exclusive financial advisor and provided a fairness opinion to MAP Pharmaceuticals, and Jim Morrone, Kathleen Cui, Benjamin Potter, Judith Hasko, Scott Thompson, Patrick A. Pohlen, Luke Bergstrom, Grace Chen and Joshua Holian of Latham & Watkins LLP as legal advisors to MAP. Stephen F. Arcano and Marie L. Gibson of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor to Centerview Partners. D.F. King & Co., American Stock Transfer & Trust Company, LLC acted as depositary, Goldman, Sachs & Co. is acting as dealer manager acted as information agent for the tender offer. Damien R. Zoubek of Cravath, Swaine & Moore LLP acted as legal advisor to Goldman, Sachs & Co., financial advisor to Allergan.
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AGN's price was unchanged after the transaction was announced on 01/22/13.
Investor / Buyer
Allergan Inc.
Creditor / Lender
Bay City Capital Fund IV, L.P.
Bay City Capital LLC
Brookside Capital Management, LLC
Brookside Capital Partners Fund, L.P.
FirstMark Capital, L.L.C.
Horizon Technology Finance Management, LLC
OrbiMed Advisors, L.L.C.
Skyline Ventures
Skyline Ventures III, L.P.
T. Rowe Price Associates, Inc.
Financial Advisor
Centerview Partners LLC
Legal Advisor
Latham & Watkins LLP