By Lisa Kerner
Charlotte, N.C., July 7 - APP Pharmaceuticals, Inc. agreed to be acquired by Fresenius SE for $3.7 billion in cash, or $23 per share, it was announced on Monday.
The offer includes a contingent value right that could deliver up to an additional $970 million, or $6 per share, if APP meets certain financial targets, an APP news release stated.
Fresenius said it will assume all of APP's outstanding debt totaling $940 million, net of cash, under the agreement.
Total value of the acquisition including the contingent value right could reach $5.6 billion, APP noted.
The transaction will close upon regulatory and stockholder approvals.
The agreement includes a payment by APP of an unspecified termination fee in the event that the company terminates the transaction to accept a superior proposal.
With the acquisition, Fresenius' Kabi division will enter the U.S. pharmaceutical market and become a leader in the U.S. injectable generics market, according to the release.
"The combined company will allow for the rapid globalization of APP's portfolio with the same high levels of quality and patient commitment for which we have become known, while at the same time providing a more comprehensive and complementary offering of injectable pharmaceuticals, devices and delivery systems to customers worldwide," APP founder and chairman Patrick Soon-Shiong said in the release.
Goldman, Sachs & Co. and Lazard Frères & Co. LLC advised APP, while Fresenius was advised by Deutsche Bank.
APP is a fully integrated pharmaceutical company specializing in injectable pharmaceutical products for the oncology, anti-infective, anesthetic/analgesic and critical care markets. The company is based in Schaumburg, Ill.
Fresenius is a health-care group located in Frankfurt, Germany, that provides products and services for dialysis, hospital and outpatient medical care.
| Acquirer: | Fresenius SE
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| Target: | APP Pharmaceuticals, Inc.
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| Announcement date: | July 7
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| Transaction total: | $3.7 billion
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| Price per share: | $23.00
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| Expected closing: | Upon approvals
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| Stock price of target: | Nasdaq: APPX: $17.82 on July 3
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