Shire to buy Baxalta for $32 bn
Drugmaker Shire agreed to acquire Baxalta International Inc after a six-month pursuit with $32bn cash and stock offer that will make it one of the world’s leading rare disease specialists.
The London-listed group first approached the US firm with an all-stock offer in July.
It won over the maker of treatments for rare blood conditions, cancers and immune system disorders after adding a cash sweetener.
Shareholders will receive $18 in cash and 0.1482 Shire American depositary shares per Baxalta share, implying a total value of $45.57 per share based on January 8 prices.
The deal marks a strong start to mergers and acquisitions (M&A) in healthcare in 2016 after the sector saw its biggest deal-making streak in history last year, with global deals totalling $673 billion, according to Thomson Reuters data.
Baxalta, which was spun off last year from Baxter International, rejected Shire’s previous $30 billion all-stock offer in August, arguing it significantly undervalued the company.
But Shire chief executive officer Flemming Ornskov relentlessly pursued Baxalta, seeking to pressure it into agreeing to a deal by meeting with Baxalta’s major shareholders over a period of months.
That enabled it to sidestep a hostile deal in which it would have faced takeover defences including a “poison pill” that stopped unwanted suitors from buying more than 10% of the company and a hard-to-replace board.
Ornskov added cash and raised the offer price to offset the loss of a tax benefit shareholders would have received if the company remained independent.
Together, the two companies said they expected to deliver double-digit sales growth with more than $20 billion in annual revenues by 2020.
With annual operating cost synergies of over $500m, additional revenue synergies and tax benefits from Shire’s Irish domicile, Shire said it expected the transaction to boost non-GAAP diluted earnings from 2017.
The offer price compares with Baxalta’s price of $32.58 on August 3, before Shire went public with its interest in the company.
Shire was advised by Evercore, Morgan Stanley, Barclays and Deutsche Bank. Baxalta was advised by Goldman Sachs and Citi.
Shire was founded in 1986 and has its headquarters in Dublin, Ireland. The company employs more than 5,000 people in nearly 40 countries around the world who carry forward many of the original attributes of its founders — opportunistic thinking, transparent behavior, a deep commitment to doing what is right and a prevailing concern for the patients and caregivers served by its well-differentiated product lines.
Baxalta Incorporated is a $6 billion global biopharmaceutical leader developing, manufacturing and commercializing therapies for orphan diseases and underserved conditions in hematology, oncology and immunology.
