PDL BioPharma Proposes to Acquire Neos Therapeutics for $10.25 per Share in Cash
The acquisition of Neos is consistent with PDL's stated strategy for growth and is a logical next step in the execution of its strategic plan. In particular, the Company believes that this acquisition would create an attractive pediatric platform and foundation for future growth.
Based on its due diligence, PDL's Board of Directors strongly believes that PDL's backing and substantial financial resources would greatly augment the performance of the Neos product portfolio and allow more patients to benefit from Neos' products. PDL has high regard for Neos' organization and sales force and believes that the addition of PDL's greater resources will add substantial value to currently marketed treatments over a shorter period of time as well as accelerate the development of additional products.
PDL first approached the Neos Board of Directors in early June of 2017 in an effort to privately negotiate a mutually beneficial transaction. On
Following Neos' dilutive financing at
The Neos Board has had approximately four months since PDL's first proposal, therefore PDL expects the Neos Board to have sufficient information to make its public response to this proposal quickly. The PDL proposal will remain outstanding for a period of fourteen (14) days. The proposal does not create any binding obligation on Neos, PDL or any of their respective affiliates. With appropriate engagement from Neos' management, PDL is ready to finalize diligence and conclude the transaction within a short time.
PDL currently owns common stock of Neos amounting to less than 5% of Neos' outstanding shares. If Neos is unable to complete this transaction, PDL reserves the right to sell any and all of these shares at any time.
The full text of PDL's letter to Neos' Board of Directors follows:
The Board of Directors
Today we are reconfirming our proposal to purchase all of the outstanding common shares of
Considering the importance of the proposed transaction to shareholders of both companies, we issued a press release and made public a copy of this letter. We believe Neos shareholders should not be denied the opportunity to consider our all-cash proposal of
Chief Executive Officer
PDL seeks to provide a significant return for its shareholders by acquiring and managing a portfolio of companies, products, royalty agreements and debt facilities in the biotech, pharmaceutical and medical device industries. In 2012, PDL began providing alternative sources of capital through royalty monetizations and debt facilities, and in 2016, began acquiring commercial-stage products and launching specialized companies dedicated to the commercialization of these products. To date, PDL has consummated 17 such transactions, of which nine are active and outstanding. PDL has one debt transaction outstanding, representing deployed and committed capital of
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Important factors that could impair the value of the Company's assets or business, are disclosed in the risk factors contained in the Company's Annual Report on Form 10-K, filed with the
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