Salix Pharmaceuticals Ltd, a specialist American pharmaceutical company it develops drugs and medical devices, has completed the acquisition of Santarus through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.
Its previously announced tender offer for all outstanding shares of common stock par value $0.0001 per share, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share, of Santarus, Inc., at a purchase price of $32.00 per share, net to the seller in cash, without interest thereon and subject to any required withholding taxes.
"The acquisition of Santarus is a transformational event for Salix and an important milestone in our growth as the leading gastroenterology-focused specialty pharmaceutical company in the United States," stated Carolyn Logan, Salix president and chief executive officer. "The creation of a larger, stronger Salix reinforces our premier position in gastroenterology and creates the opportunity for us to expand our digestive disease expertise into other key specialties."
"Beginning today," continued Logan, "We are positioned to continue the growth of our business with an expanded portfolio of products and an expanded sales effort. Our product portfolio now offers 22 marketed products, including: XIFAXAN, UCERIS, GLUMETZA, APRISO, ZEGERID, MOVIPREP, RELISTOR, SOLESTA, FULYZAQ, CYCLOSET and DEFLUX. And, going forward, our sales effort will benefit from the addition of a new 100-member gastrointestinal-focused sales force and the creation of a new, 160-member digestive disease specialty sales force. The new GI sales force will complement the efforts of our current 200-member GI sales force and provide greater reach and frequency for our products with gastroenterologists, hepatologists and colorectal surgeons. The new digestive disease specialty sales force will expand our specialty sales effort to target endocrinologists, infectious disease, pain specialists and high volume primary care physicians – prescribers formerly not accessed by our GI-focused sales effort. This expansion of our sales effort into these specialties represents an exciting area of growth for Salix. We believe these strategic additions to our sales effort should increase sales of our current products in the short term and begin to position the Company to maximize the sales of potential products over the longer term."
As of the expiration of the tender offer, 54,558,962 shares of common stock of Santarus (including 1,998,716 shares subject to notices of guaranteed delivery) were validly tendered and not validly withdrawn in the tender offer, representing 79.3 per cent of the outstanding shares, according to the depositary for the tender offer. All validly tendered shares have been accepted for payment, and payment for such shares will be made promptly.
In the merger, each share of common stock of Santarus not tendered in the tender offer (other than shares held by Salix, Salix Pharmaceuticals, Inc., Willow Acquisition Sub Corporation and Santarus, and other than shares held by a holder who has properly demanded and perfected appraisal rights in accordance with Section 262 of Delaware General Corporation Law) was converted into the right to receive $32.00 per share in cash, without interest and less any applicable withholding taxes thereon. This is the same price per share paid in the tender offer. Salix financed the tender offer and merger through a combination of a term loan facility in the amount of $1.2 billion $750 million of 6.000% Senior Notes due 2021 and cash on hand. In connection with the merger, Santarus' shares have ceased to be traded on the NASDAQ Global Market and the NASDAQ has filed a Form 25 with the US Securities and Exchange Commission (the "SEC").