By Lisa Kerner
Charlotte, N.C., Nov. 19 - Celgene Corp. agreed to acquire Pharmion Corp. for $72 per share in a cash and stock transaction valued at $2.9 billion.
The boards of directors of both companies have approved the deal, which is slated to close in the second quarter of 2008.
Under the merger agreement, each share of Pharmion common stock will be exchanged for $25 in cash plus shares of Celgene common stock in an amount to be determined by an exchange ratio. The cash portion of the transaction is being funded by Celgene's cash on hand.
A $70 million termination fee is included in the agreement, a form 8-K filing stated.
"The acquisition of Pharmion is an exceptional strategic fit that will expand our role as a leader in hematology and oncology," Celgene chairman and chief executive officer Sol J. Barer said in a company news release.
"Our combined global infrastructure will leverage the therapeutic and commercial potential of Pharmion's products, particularly Vidaza, which has the potential to become a major global therapy," Barer added.
Celgene is being advised by JPMorgan and Merrill Lynch. Banc of America Securities LLC is acting as the financial adviser to Pharmion.
Pharmion is a global oncology company based in Boulder, Colo.
Celgene is a Summit, N.J., biopharmaceutical company.
| Acquirer: | Celgene Corp.
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| Target: | Pharmion Corp.
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| Announcement date: | Nov. 19
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| Transaction total: | $2.9 billion
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| Price per share: | $72.00
|
| Termination fee: | $70 million
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| Expected closing: | Second quarter of 2008
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| Stock price of acquirer: | Nasdaq: CELG: $64.90 on Nov. 16
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| Stock price of target: | Nasdaq: PHRM: $49.28 on Nov. 16
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