お知らせ • Jun 17
Merck & Co., Inc. (NYSE:MRK) completed the acquisition of Prometheus Biosciences, Inc. (NasdaqGS:RXDX) from a group of shareholders.
Merck & Co., Inc. (NYSE:MRK) entered into a definitive agreement to acquire Prometheus Biosciences, Inc. (NasdaqGS:RXDX) from a group of shareholders for $9.6 billion on April 15, 2023. Merck will acquire all of the outstanding shares of Prometheus for $200.00 per share in cash. Merck expects to fund amounts needed for the acquisition of Prometheus under the Merger Agreement through the use of cash on hand, commercial paper or existing or new credit facilities. In connection with a termination of the agreement under specified circumstances, including due to a change in the Prometheus Biosciences Board Recommendation, the entry by the Prometheus Biosciences into a definitive agreement with respect to a Superior Proposal, or certain other triggering events, the Prometheus Biosciences may be required to pay Merck & Co a termination fee of approximately $325 million. In addition, in connection with a termination of the agreement under specified circumstances, including due to a failure to effect the merger prior to the termination Date because of an inability to obtain the necessary competition approvals or due to the entry of a final, non-appealable antitrust law or order permanently restraining, enjoining, preventing, or prohibiting the Merger, Merck & Co. may be required to pay the Prometheus Biosciences a termination fee of approximately $650 million.
Prometheus Biosciences board has unanimously approved the merger. The acquisition is subject to Prometheus Biosciences shareholder approval. The closing of the transaction will be subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. The transaction is expected to close in the third quarter of 2023.
Morgan Stanley & Co. LLC acted as financial advisor to Merck in this transaction and Laura Turano, Scott Barshay, Christodoulos Kaoutzanis, Jonathan Ashtor, Bonnie Chen, Jarrett Hoffman, Peter Fisch, Alyssa Wolpin and William O’Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal advisors. Centerview Partners LLC and Goldman Sachs & Co. LLC acted as financial advisors to Prometheus and Daniel Rees, Matthew Bush, Cheston Larson, Holly Bauer, Laura Szarmach, Ben Haas, Betty Pang, Chad Jennings, Josh Holian, Chris Hazuka, Samuel Weiner and Heather Deixler of Latham & Watkins LLP as the company’s legal advisor. In connection with Centerview’s services as the financial advisor to the Board, Prometheus has agreed to pay Centerview an aggregate fee of $70.5 million, $2.0 million of which was payable upon the earlier to occur of (i) the date on which Centerview advised the Board that it was prepared to render its opinion and (ii) the rendering of the opinion and $68.5 million of which is payable contingent upon consummation of the Merger. The engagement letter between Prometheus and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $70.5 million, $1 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. Prometheus retained Mackenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $20,000 plus expenses. and Centerview Partners LLC acted as fairness opinion providers and due diligence providers to Prometheus. Computershare Trust Company, National Association acted as transfer agent to Prometheus. Matthew Bresnahan of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Prometheus.
Merck & Co., Inc. (NYSE:MRK) completed the acquisition of Prometheus Biosciences, Inc. (NasdaqGS:RXDX) from a group of shareholders on June 16, 2023. Prometheus became a wholly owned subsidiary of Merck. Upon closing of the transaciton, each of the directors of Prometheus (Mark C. McKenna, Helen C. Adams, Fred Hassan, Martin Hendrix, Ph.D., James Laur, Joseph C. Papa, Judith L. Swain, M.D. and Mary Szela) resigned from the board of directors of Prometheus. Jon Filderman, Rita Karachun and Aaron Rosenberg became directors of Prometheus. In connection with the merger, upon closing, Mark C. McKenna, Keith W. Marshall and Mark Stenhouse ceased to be executive officers of Prometheus.