Axcan PharmaÂ to be Acquired by TPG Capital and Affiliates for US$1.3 Billion or US$23.35 Per Share in Cash
MONT-SAINT-HILAIRE, QUEBEC-- Axcan Pharma, a leading pharmaceutical company focused on the treatment of gastrointestinal disorders, today announced that it has entered into an agreement for Axcan to be acquired by TPG Capital and its affiliates in an all-cash transaction with a total value of approximately US$1.3 billion.
Under the terms of the transaction, TPG Capital and its affiliates will acquire all of the common shares of Axcan for an offer price of US$23.35 per common share. The purchase price represents a 28 percent premium over the average trading price of Axcan's common shares on November 28, 2007, the last trading day on the NASDAQ prior to this announcement. Axcan anticipates that the transaction will be completed in the first calendar quarter of 2008.
The board of directors of Axcan has unanimously approved the agreement and recommends that shareholders vote to accept the offer.
"This transaction provides compelling value and certainty to our shareholders. Our Board of Directors believes that this is the best way to maximize value while providing the company with long-term partners who share our commitment to patients and employees," said Frank Verwiel, M.D., president and CEO of Axcan. "TPG's investment recognizes the critical contribution that Axcan's professionals have made over the past 25 years. As an independent, private company with strong backing from TPG, we will be able to continue our focus on the development of innovative, high-quality medical products and become an even stronger partner to health professionals in the gastrointestinal arena."
"We are pleased to invest in the leading pharmaceutical company specializing in the treatment of gastrointestinal illnesses. We look forward to supporting this excellent management team and workforce in growing the company's global distribution capabilities and product line. Axcan will be an important addition to TPG Capital's broad healthcare portfolio," said Todd Sisitsky, Partner, TPG Capital.
The transaction will be financed through a combination of equity contributed by TPG Capital and its affiliates and debt financing that has been committed by Bank of America and HSBC. The transaction is not contingent on financing commitments.
Completion of the transaction is subject to the affirmative vote of Axcan shareholders and other customary conditions, including regulatory approvals. The arrangement agreement contains customary provisions including the payment of a break-up fee in the event of termination in certain circumstances. Following the completion of the transaction, the Company's stock will be de-listed and no longer trade publicly. The Company's headquarters will remain in Quebec, Canada.
A proxy circular detailing the rationale for recommending the offer to shareholders will be prepared and mailed to shareholders in the month of December. Shareholders are urged to read the proxy circular once it is available. Shareholders will be asked to vote on the transaction at a special meeting, the details of which will be announced at a later date.
A material change report, which provides more details on the transaction, will be filed with the Canadian securities commissions and with the U.S. Securities and Exchange Commission and will be available at www.sedar.com and at www.sec.gov.
Merrill Lynch & Co. is financial advisor to Axcan. Stikeman Elliott LLP and Latham & Watkins LLP are legal counsel to Axcan. Bank of America is providing financial advice to TPG and Ropes & Gray LLP and Davies Ward Phillips & Vineberg LLP are providing legal advice to TPG.
ABOUT AXCAN PHARMA
Axcan is a leading multinational specialty pharmaceutical company focused on gastroenterology. The Company develops and markets a broad line of prescription products to treat a range of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to pancreatic insufficiency. Axcan's products are marketed by its own specialized sales forces in North America and Europe. Its common shares are listed on the NASDAQ Global Market under the symbol "AXCA" and on the Toronto Stock Exchange under the symbol "AXP".
ABOUT TPG CAPITAL
TPG Capital is the global buyout group of TPG, a leading private investment firm founded in 1992, with more than $35 billion of assets under management and offices in San Francisco, London, Hong Kong, New York, Minneapolis, Fort Worth, Melbourne, Menlo Park, Moscow, Mumbai, Beijing, Shanghai, Singapore and Tokyo. TPG Capital has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG Capital seeks to invest in world-class franchises across a range of industries, including healthcare (Biomet, Fenwal, IASIS Healthcare, Oxford Health Plans, Parkway Holdings, Quintiles Transnational, Surgical Care Affiliates), retail/consumer (Debenhams, Ducati, J. Crew, Myer, Neiman Marcus, Petco, TOMY Company), travel (America West, Continental, Hotwire, Sabre), media and communications (Alltel, Avaya, Findexa, Hanaro Telecom, MGM, TIM Hellas), industrials (Altivity Packaging, British Vita, Energy Future Holdings (formerly TXU), Grohe, Kraton Polymers, Texas Genco), technology (Freescale Semiconductor, Lenovo, MEMC, ON Semiconductor, Seagate, SunGard) and financial services (Ariel Reinsurance, Fidelity National Information Services, LPL Financial Services, Shenzhen Development Bank, Taishin Holdings), among others. Please visit www.tpg.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating to the proposed acquisition of Axcan Pharma Inc., including statements regarding the completion of the proposed transaction and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.
The completion of the proposed transaction is subject to a number of terms and conditions, including, without limitation: (i) applicable governmental authorities approvals, (ii) required Axcan shareholder approval, (iii) necessary court approvals, and (iv) certain termination rights available to the parties under the Arrangement Agreement. These approvals may not be obtained, the other conditions to the transaction may not be satisfied in accordance with their terms, and/or the parties to the Arrangement Agreement may exercise their termination rights, in which case the proposed transaction could be modified, restructured or terminated, as applicable.
The forward-looking statements contained in this news release are made as of the date of this release. We disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed transaction. For additional information with respect to certain of these and other assumptions and risks, please refer to the related material change report and the Arrangement Agreement to be filed by Axcan Pharma Inc. with the Canadian securities commissions (available at www.sedar.com) and with the U.S. Securities and Exchange Commission (available at www.sec.gov).