By Lisa Kerner
Charlotte, N.C., Feb. 20 - Pfizer Inc. said it has agreed to acquire Encysive Pharmaceuticals Inc. for $2.35 per share in a cash tender offer.
Equity value of the transaction, slated to close in the second quarter of 2008, is about $195 million.
Pfizer said the acquisition will add near-term revenue from the European market and increase its presence in the cardio-respiratory arena.
Encysive's board of directors unanimously approved the merger agreement and recommended its stockholders tender their shares in the offer.
Once the tender offer is completed, a subsidiary of Pfizer will merge with Encysive.
In addition, Pfizer will assume Encysive's change-of-control repurchase obligations under its 2.5% convertible senior notes, according to a company news release.
Pfizer will acquire the rights to Thelin for the treatment of pulmonary arterial hypertension as well as Encysive's other pipeline candidates.
"The process initiated in July of 2007 to review Encysive's strategic alternatives led us to consider a range of opportunities for increasing shareholder value," Encysive president and chief executive officer George W. Cole said in the release.
"After a thorough analysis, Encysive's board of directors concluded that this cash transaction with Pfizer represents the best option for our shareholders now," Cole added.
Pfizer was advised by Lazard Freres and Co., LLC and Weil, Gotshal & Manges LLP, Morgan Stanley and Covington & Burling LLP advised Encysive.
Pfizer is a pharmaceutical company located in New York.
Encysive is a Houston biopharmaceutical company.
| Acquirer: | Pfizer Inc.
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| Target: | Encysive Pharmaceuticals Inc.
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| Transaction total: | $195 million
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| Price per share: | $2.35
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| Announcement date: | Feb. 20
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| Expected closing: | Second quarter of 2008
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| Stock price of target: | Nasdaq: ENCY; $1.08 on Feb. 19
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