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  1. Novo Nordisk Pharmatech
6 November 2020

Novo Nordisk, Emisphere Technologies Enter Into $1.35m Acquisition Agreement

Emisphere Technologies has entered into a definitive agreement with Novo Nordisk, whereby the latter will acquire Emisphere for $1.35b in cash on a cash-free, debt-free basis. The consideration, to be paid per share, will depend on the amount of cash and debt at closing, but the Company currently estimates it to be approximately $7.82 per share based on approximately 170.9 million fully diluted shares outstanding. This price represents a premium of approximately 17% over the volume-weighted average Emisphere share price for the five trading days ending on November 5, 2020.

Novo Nordisk and Emisphere have collaborated since 2007, on Emisphere’s proprietary drug delivery technology Eligen®, which facilitates the enhanced oral absorption of molecules without altering their chemical form, biological integrity or pharmacological properties. Novo Nordisk is currently utilising Emisphere’s carrier technology under an existing license agreement in its oral formulation of a GLP-1 receptor agonist semaglutide, which is marketed and sold under the brand name Rybelsus®.

Contemporaneously with this agreement, Novo Nordisk entered into an agreement to acquire the related royalty stream obligations owed to affiliates of MHR Fund Management LLC (“MHR”) for $450 million. The acquisition of this royalty stream and the merger with Emisphere will occur simultaneously.

The Board of Directors of Emisphere approved the merger, upon the unanimous recommendation of a Special Committee consisting entirely of independent and disinterested Emisphere directors.   MHR and the directors of Emisphere (collectively owning a majority of the outstanding Emisphere shares) have agreed to vote their shares in favour of the transaction.

“After a thorough analysis of strategic alternatives, the Emisphere Board and the Special Committee unanimously determined that a combination with Novo Nordisk is the best way to maximise value for our stockholders,” said Timothy G. Rothwell, Chairman of Emisphere.

“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 today’s announced transaction with Novo Nordisk, which will deliver 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.

The merger is 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.

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.

for $1.35 billion in cash. The consideration to be paid per share will depend on the amount of cash and debt at closing, but the Company currently estimates it to be approximately $7.82 per share based on approximately 170.9 million fully diluted shares outstanding. This price represents a premium of approximately 17% over the volume-weighted average Emisphere share price for the five trading days ending on November 5, 2020.

Novo Nordisk and Emisphere have collaborated since 2007, on Emisphere’s proprietary drug delivery technology Eligen®, which facilitates the enhanced oral absorption of molecules without altering their chemical form, biological integrity or pharmacological properties. Novo Nordisk is currently utilising Emisphere’s carrier technology under an existing license agreement in its oral formulation of a GLP-1 receptor agonist semaglutide, which is marketed and sold under the brand name Rybelsus®.

Contemporaneously with this agreement, Novo Nordisk entered into an agreement to acquire the related royalty stream obligations owed to affiliates of MHR Fund Management LLC (“MHR”) for $450 million. The acquisition of this royalty stream and the merger with Emisphere will occur simultaneously.

The Board of Directors of Emisphere approved the merger, upon the unanimous recommendation of a Special Committee consisting entirely of independent and disinterested Emisphere directors.   MHR and the directors of Emisphere (collectively owning a majority of the outstanding Emisphere shares) have agreed to vote their shares in favour of the transaction.

“After a thorough analysis of strategic alternatives, the Emisphere Board and the Special Committee unanimously determined that a combination with Novo Nordisk is the best way to maximise value for our stockholders,” said Timothy G. Rothwell, Chairman of Emisphere.

“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 today’s announced transaction with Novo Nordisk, which will deliver immediate and substantial value to all Emisphere shareholders,” said Mark H. Rachesky, MD, Founder of MHR and a member of the board of Emisphere.

The merger is 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.

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.

For more information, please fill out the enquiry form attached to this page.

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