공시 • May 21
Vertex Pharmaceuticals Incorporated (NasdaqGS:VRTX) completed the acquisition of Alpine Immune Sciences, Inc. (NasdaqGM:ALPN) from a group of shareholders.
Vertex Pharmaceuticals Incorporated (NasdaqGS:VRTX) entered into letter of intent to acquire Alpine Immune Sciences, Inc. (NasdaqGM:ALPN) from a group of shareholders for $4.3 billion on March 19, 2024. Vertex Pharmaceuticals Incorporated (NasdaqGS:VRTX) entered into an agreement to acquire Alpine Immune Sciences, Inc. (NasdaqGM:ALPN) from a group of shareholders for $4.3 billion on April 10, 2024. Under the terms of the merger agreement, Vertex will commence a cash tender offer at $65 per share to acquire Alpine for a total equity value of approximately $4.9 billion, or approximately $4.6 billion net of estimated cash acquired. Estimated solely for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding: (a) the product of (i) $65.00, the purchase price per share (the “Offer Price”) of Alpine Immune Sciences, Inc. (“Alpine”) common stock, par value $0.001 per share (each such share, a “Share”), net to the seller in cash, without interest thereon and subject to any applicable tax withholding, and (ii) 65,603,313 Shares issued and outstanding; (b) the product of (i) 8,562,404 Shares issuable pursuant to outstanding options with an exercise price less than the Offer Price and (ii) $53.82, the difference between the Offer Price and $11.18, the weighted average exercise price for such options; (c) the product of (i) 457,705 Shares issuable pursuant to outstanding restricted stock units and (ii) the Offer Price; (d) the product of (i) 7,069 Shares issuable pursuant to outstanding warrants to purchase Shares with a $12.38 exercise price and (ii) $52.62, the difference between the Offer Price and the exercise price for such warrants; (e the product of (i) 34,722 Shares issuable pursuant to outstanding warrants to purchase Shares with a $4.32 exercise price and (ii) $60.68, the difference between the Offer Price and the exercise price for such warrants; and (f) the product of (i) 2,902,127 Shares issuable pursuant to outstanding warrants to purchase Shares with a $0.001 exercise price and (ii) $64.999, the difference between the Offer Price and the exercise price for such warrants. The transaction will be funded with cash. Alpine required to pay Vertex a termination fee of $173 million or 3.5% of the transaction value. The transaction is subject to a majority of Shares then-outstanding being tendered in the offer. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act including other government approvals. The transaction was unanimously approved by both the Vertex and Alpine Boards of Directors. The transaction is expected to close later second quarter of 2024. As of April 22, 2024, the first amendment agreement was signed and as per amended agreement Alpine expects that the executive officers listed below will exercise certain of their vested Alpine Stock Options prior to the Effective Time. Vertex and Alpine filed their respective Premerger Notification and Report Forms with the FTC and Antitrust Division on April 24, 2024. As of May 9, 2024, the required waiting period under the HSR Act with respect to the Offer and the Merger expired. As of May 10, 2023, the Offer will expire at one minute past 11:59 p.m., Eastern Time, on May 17, 2024, unless the expiration of the Offer is extended to a subsequent date in accordance with the terms of the Merger Agreement (such date and time or such subsequent time on such subsequent date, the “Expiration Time”). As of May 13, 2024, Vertex has obtained an anti-trust approval for the transaction.
Lazard Freres & Co. LLC acted as financial advisor to Vertex. Graham Robinson and Faiz Ahmad of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Vertex. Centerview Partners LLC acted as financial advisor to Alpine. Centerview Partners received an aggregate of $58 million for the transaction service provided. Centerview Partners LLC acted as fairness opinion provider to Alpine. Centerview Partners LLC received $2 million for the fairness opinion. Morrow & Co., LLC acted as information agent to Vertex. Broadridge Corporate Issuer Solutions, Inc. acted as Depository Bank to Vertex. Doug Cogen, Effie Toshav, Victoria Lupu, Amanda Rose, Rob Freedman, Chelsea Anderson, Stefano Quintini, Matt Cantor, Tom Ensign, Jennifer Yoo, Larissa Neumann, Melanie Jolson and Sari Ratican of Fenwick & West LLP acted as legal advisors to Alpine.
Vertex Pharmaceuticals Incorporated (NasdaqGS:VRTX) completed the acquisition of Alpine Immune Sciences, Inc. (NasdaqGM:ALPN) from a group of shareholders on May 20, 2024. At one minute past 11:59 p.m., Eastern Time, on May 17, 2024 (the “Expiration Time”), the Offer expired and was not further extended. As of the Expiration Time, a total of 60,690,166 Shares were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 87% of the Shares issued and outstanding as of immediately following the consummation of the Offer. The number of Shares tendered satisfied the Minimum Tender Condition. As the Minimum Tender Condition and each of the other conditions of the Offer were satisfied, on May 18, 2024, Vertex Pharmaceuticals irrevocably accepted for payment all the Shares validly tendered and not properly withdrawn pursuant to the Offer prior to the Expiration Time, and will pay for such Shares as required by the Merger Agreement.