Shire To Acquire ViroPharma In $4.2 Bln Cash Deal - Quick Facts

(RTTNews) - Shire plc (SHPG, SHP.L) announced Monday that it agreed to acquire all the outstanding shares of ViroPharma Inc. (VPHM) for $50 per share in cash, valuing the deal at about $4.2 billion.

The Boards of Directors of the companies have unanimously approved the merger agreement. The $50 per share price in the transaction represents a 27% premium to ViroPharma's closing share price on Friday, November 8, 2013, the last trading day prior to announcement.

ViroPharma is a rare disease company with CINRYZE, a high growth product for prophylactic treatment of HAE, as well as a number of other marketed products and a pipeline of product candidates in the rare disease space.

Shire noted that it expects the addition of CINRYZE to its Rare Disease Business Unit to create a growing $2 billion revenue business in 2014 which will represent approximately 40% of Shire's total product sales on a pro forma basis. The acquisition of ViroPharma is expected to enhance Shire's revenue growth profile in both the short and long term.

Related to the acquisition, Shire estimates that it will realize about $150 million of annual cost synergies across the business by 2015, over and above the improved operating leverage already being driven by the ongoing One Shire reorganization.

Following completion, Shire expects that the acquisition of ViroPharma will be accretive to Shire's Non GAAP earnings per share immediately and in the longer term. It also expects that the transaction will deliver ROIC in excess of its weighted average cost of capital.

Following the announcement of the transaction, Shire said it intends to terminate its share buyback program.

According to the companies, the acquisition is structured as an all cash tender offer for all the outstanding shares of ViroPharma common stock at a price of $50 per share followed by a merger in which each remaining untendered share of ViroPharma common stock would be converted into the same $50 cash per share consideration as in the tender offer.

Closing of the transaction is subject to customary conditions, including the tender of a majority of the outstanding ViroPharma shares and the receipt of regulatory clearances. Pending anti-trust authority clearances, it is anticipated that the transaction will close in the last quarter of 2013, the first quarter of 2014 or as soon as possible thereafter.