Norgine have entered a definitive agreement to acquire all issued and outstanding common shares of Merus Labs International for $1.65 per share in cash, including the assumption of all debt obligations.
The total enterprise value of this transaction is roughly $342m.
Norgine will finance the transaction through a combination of available cash and new credit facilities that it secured before the deal.
The transaction price of $1.65 per share represents a premium of 63.4% to the closing price of Merus shares.
Merus chairman Michael Cloutier said: “After a comprehensive review of strategic alternatives, and consultation with the company's financial and legal advisors and the Special Committee of Independent Directors, our board has unanimously concluded that this transaction is in the best interests of the company and our stakeholders.
“We are pleased that this transaction appropriately recognises the value of Merus' stable legacy product portfolio and strong cash flow.”
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Norgine, a specialist pharmaceutical company with 1,000 employees, has direct commercial presence in all major European markets.
Last year it reported total sales revenue of €295m.
Headquartered in the Netherlands, Norgine specialises in gastroenterology, hepatology, cancer and supportive care.
Norgine chairman and CEO Peter Stein said: “Our acquisition of Merus will strengthen our position as the 'go-to' European specialist pharma company.
“The Merus team has built a strong platform of established products. We look forward to working closely with the Merus team to efficiently complete this transaction and welcoming them to Norgine.”
The transaction is subject to shareholders, court and regulatory approvals, and is expected to be closed by 30 September this year.
For this transaction, Rothschild is acting as financial advisor, while Torys is acting as legal counsel to Merus.
Norgine is taking financial advice from RBC Capital Markets and legal assistance from Stikeman Elliott.