APP Pharmaceuticals, Inc. (Nasdaq:APPX), a leading provider of hospital-based injectable pharmaceutical products, and Fresenius SE (XETRA:FRE), a global health care group with approximately $18B of sales in products and services for hospital, dialysis and in home medical care, today announced that they have entered into a definitive merger agreement pursuant to which Fresenius will acquire APP.
Under the terms of the agreement, Fresenius will acquire the outstanding common stock of APP for $23.00 in cash per share (the "Cash Purchase Price") plus a contingent value right ("CVR") that could deliver up to an additional $970M, or $6.00 per share in cash, if the financial results of the Company meet certain targets (payable in Q2 2011). The cash consideration of $23.00 per share and potential for total value of $29.00 per share represents a premium of 29% and 63%, respectively, over the Company's closing stock price on July 3, 2008.
Based on the Cash Purchase Price of $23.00 per share, the transaction values the fully diluted equity capital of APP at approximately $3.7B; and with the CVR, if fully realized, at a value of $4.6B. Fresenius will also assume all of APP's outstanding debt which currently totals approximately $940M, net of cash. In aggregate the consideration for the acquisition of APP, including the CVR, could be up to $5.6B.
$23.2 (07/08/08)
