お知らせ • Dec 02
Langkawi Corporation completed the acquisition of Longboard Pharmaceuticals, Inc. (NasdaqGM:LBPH).
Langkawi Corporation entered into an Agreement and Plan of Merger to acquire Longboard Pharmaceuticals, Inc. (NasdaqGM:LBPH) for $2.4 billion on October 14, 2024. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Longboard common stock, whereby Longboard shareholders will be offered a payment of $60.00 per share in cash. The transaction is valued at approximately $2.6 billion equity value and $2.5 billion (approximately DKK 17 billion) net of cash, on a fully diluted basis. If the tender offer is consummated, Lundbeck will acquire any shares of Longboard common stock not tendered into the tender offer through a merger for the same per share consideration as will be payable in the tender offer. The merger will occur as soon as practicable after the closing of the tender offer. Lundbeck expects to fund the acquisition through existing cash resources and its existing bank financing facility. In case of termination, Longboard will be required to pay to Lundbeck, a termination fee of an amount in cash equal to $86,100,000. The merger agreement further provides that Lundbeck will be required to pay Longboard a reverse termination fee of $158,900,000 in cash in the event the Merger Agreement is terminated under certain specified circumstances related to antitrust laws.
The transaction is expected to close in the fourth quarter of 2024, subject to the tender of at least a majority of the total number of Longboard outstanding voting shares, receipt of required regulatory clearances, and other customary conditions. The board of directors of both companies have unanimously approved the transaction. For Lundbeck, PJT Partners LP is acting as exclusive financial advisor and Alan Zoccolillo, Piotr Korzynski, Randall Sunberg, Kai R. Kramer, Ross Staine, Thomas Asmar, Rod Hunter, Lise Test, Adam Aft, Jessica Greenwald, Sarah Winston, Jessica Wicha, Xin Tao, Amanda Cohen (London), Creighton Macy, Kevin Whittam, Barry Thompson and Peter Chan of Baker McKenzie is acting as legal advisor in this transaction. For Longboard, Evercore Group L.L.C. and Joshua Thornton, Mark Robinson and Tommaso Verderame of Centerview Partners LLC are acting as financial advisors and Kevin Cooper and Steve Przesmicki of Cooley LLP is acting as legal advisor. Robert T. Ishii and Douglas K. Schnell of Wilson Sonsini Goodrich & Rosati acted as legal advisors to Evercore. Longboard Board has received an opinion from each of Evercore Group L.L.C. and Centerview Partners LLC. Equiniti Trust Company, LLC acted as transfer agent to Longboard.
As on November 5, 2024 the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired.
As on November 27, 2024, the tender offer period has expired and total of 30,618,257 shares representing 88.6% were tendered and is expected to close on December 2, 2024. The condition to the tender offer that at least one share more than 50% of the outstanding Longboard voting shares at the expiration of the tender offer be validly tendered and not validly withdrawn and all other conditions to the tender offer have been satisfied. As a result of the closing, Longboard will become a wholly-owned subsidiary of Lundbeck and the common stock of Longboard will be delisted from the NASDAQ Global Market.
Langkawi Corporation completed the acquisition of Longboard Pharmaceuticals, Inc. (NasdaqGM:LBPH) on December 2, 2024.