By Lisa Kerner
Charlotte, N.C., April 23 - AstraZeneca plc entered into a definitive agreement to acquire MedImmune, Inc. for $58 per share in a transaction valued at $15.6 billion.
The acquisition is structured as an all-cash tender offer for all outstanding shares of MedImmune common stock followed by a merger in which each remaining untendered share of MedImmune will be converted into $58 cash.
MedImmune will be combined with AstraZeneca's wholly owned subsidiary Cambridge Antibody Technology to form a fully integrated biologics and vaccines business within the AstraZeneca Group, according to a company news release.
The deal, expected to close in June, will increase the proportion of biologics in AstraZeneca's pipeline to 27% from 7% and will grow the total pipeline to 163 projects from 45 projects.
AstraZeneca plans to begin the tender within in 10 working days and to close the tender in June. The acquisition price is a 53.3% premium to MedImmune's closing share price of $37.84 on April 11, the day prior to the company's announcement that it would explore strategic alternatives. The company will initially finance the acquisition in the amount of $15 billion from its committed banking facility.
MedImmune's board unanimously recommended the agreement, which includes a $450 million termination fee.
MedImmune chief executive officer and president David M. Mott, president of research and development James F. Young and other senior management staff are expected to stay with the company.
"After conducting a full and open process, whereby we evaluated potential interest in the value we have built over our 19-year history, we are very pleased to become a part of AstraZeneca," Mott said in the release.
"We believe that this transaction is in the best interest of all parties, including shareholders, employees and ultimately patients."
MedImmune is a Gaithersburg, Md.-based biotechnology company.
AstraZeneca is a pharmaceutical company based in London.
| Acquirer: | AstraZeneca plc
|
| Target: | MedImmune, Inc.
|
| Transaction total: | $15.6 billion
|
| Price per share: | $58
|
| Announcement date: | April 23
|
| Termination fee: | $450 million
|
| Expected closing: | June
|
| Stock price for target: | Nasdaq: MEDI; $48.01 on April 20
|
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