By Lisa Kerner
Charlotte, N.C., Sept. 9 - Tripos, Inc. agreed to acquire Pharsight Corp. for $5.50 per share, or $57 million in cash, the companies announced on Tuesday.
The per-share offer price is a 29% premium over the average closing price of Pharsight's common stock over the 30-trading-day period ended Sept. 8, a company news release said.
Pharsight's board of directors unanimously approved the transaction, which is expected to close in the fourth quarter of 2008, subject to shareholder approval.
Some Pharsight directors, officers and stockholders representing approximately 33% of the company's outstanding common stock have entered into voting agreements in support of the acquisition.
The merger agreement includes a $1.8 million termination fee, according to a form 8-K filed with the Securities and Exchange Commission.
"Our board of directors has evaluated strategic alternatives for Pharsight and has determined that this outcome is in the best interests of our stockholders, customers and employees," Pharsight chairman and chief executive officer Shawn O'Connor said in the release.
"The combined companies will provide software products and scientific services over an expanded market, from discovery to phase III, approval, and post marketing," O'Connor said.
Pharsight, a Mountain View, Calif., pharmaceutical software company, was advised by Covington Associates.
Tripos provides drug discovery informatics products and services. The company is located in St. Louis and is wholly owned by Vector Capital.
Acquirer: | Tripos, Inc.
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Target: | Pharsight Corp.
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Announcement date: | Sept. 9
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Transaction total: | $57 million
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Price per share: | $5.50
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Termination fee: | $1.8 million
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Expected closing: | Fourth quarter of 2008
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Stock price for target: | Nasdaq: PHST: $3.99 on Sept. 8
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