By Lisa Kerner
Charlotte, N.C., Nov. 25 - Swiss pharmaceutical giant Roche will acquire Memory Pharmaceuticals Corp. in an all-cash deal valued at approximately $50 million.
Under the companies' definitive merger agreement, Roche will begin a $0.61-per-share tender offer for all of the outstanding shares of Memory common stock.
Once the tender offer is complete, Roche will acquire all remaining shares of the Montvale, N.J., biopharmaceutical company through a second-step merger.
The per-share offer price is a 319% premium to Memory's closing price on Nov. 24, according to a Roche news release.
A $1.5 million termination fee is included as part of the agreement, it was reported in a form 8-K filed with the Securities and Exchange Commission.
Memory directors, officers and stockholders holding approximately 29.5% of the company's outstanding shares have agreed to tender their shares and support the transaction.
| Acquirer: | Roche
|
| Target: | Memory Pharmaceuticals Corp.
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| Announcement date: | Nov. 25
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| Transaction total: | $50 million
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| Price per share: | $0.61
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| Termination fee: | $1.5 million
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| Expected closing: | Upon approvals
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| Stock price for target: | Nasdaq: MEMY: $0.15 on Nov. 24
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