MOUNTAIN VIEW, Calif. and
BARCELONA, Spain, May 10, 2016 /PRNewswire/ -- Alexza
Pharmaceuticals, Inc. (Nasdaq: ALXA, "Alexza") and Grupo Ferrer Internacional, S.A. ("Ferrer")
today announced that they have entered into a definitive agreement
under which Ferrer Pharma Inc. ("Ferrer Pharma"), a wholly-owned
subsidiary of Ferrer, will acquire Alexza for $0.90 per share in cash. In addition to the
upfront cash payment, Alexza stockholders will be granted
contingent value rights to receive cash payments in four payment
categories if specified milestones are achieved following the
closing. The transaction is expected to close in the second
quarter of 2016 and is subject to customary closing conditions.
The $0.90 per share cash
consideration represents a 210% premium to Alexza's closing share
price on February 26, 2016, the last
trading day prior to announcement that Alexza and Ferrer had
entered into a non-binding letter of intent with respect to
Ferrer's proposed acquisition of Alexza, a 177% premium to the
volume-weighted average trading price over the thirty trading days
ending on February 26, 2016, and a
67% premium to the closing price on May
9, 2016.
"We see Ferrer as the ideal company to acquire Alexza as we
continue to strive toward global commercial success with ADASUVE
and to re-energize our Staccato-based product pipeline,"
said Thomas B. King, President and
CEO of Alexza. "Over the past four years, we have come to
appreciate their professionalism, passion, dedication and
commitment to Alexza's technologies, products and people.
With this combination, we feel that Alexza's products will be well
positioned for long-term success in serving important patient
needs."
"We are pleased that Alexza, the company that created and
developed ADASUVE and the Staccato technology, will be part
of Ferrer and we look forward to working with our new Alexza
colleagues to continue creating significant value for patients
worldwide. We firmly believe that the Staccato
technology will change the lives of patients with severe mental and
neurological disorders. At the same time it will help
healthcare professionals to improve their management in the
increasingly digitalized and personalized healthcare context," said
Jordi Ramentol, CEO of Ferrer.
Under the terms of the agreement, Ferrer Pharma will commence a
tender offer to acquire all outstanding shares of Alexza's common
stock for $0.90 per share in cash
plus one contingent value right entitling the stockholder to
receive a pro-rata share of up to four payment categories in an
aggregate (i.e., to all contingent value right holders assuming all
four payments are made) maximum amount of $35 million (subject to certain deductions) if
certain licensing payments and revenue milestones are achieved.
Upon successful completion of the tender offer, Ferrer Pharma
will acquire all remaining shares not tendered in the tender offer
through a second-step merger at the same price and with the
obligation to make the same contingent cash consideration payments
as are made to stockholders tendering their shares in the tender
offer. The tender offer and withdrawal rights are expected to
expire at 12:00 midnight, New York
City time on the 20th business day after the launch of the
tender offer, unless extended in accordance with the merger
agreement and the applicable rules and regulations of the U.S.
Securities and Exchange Commission ("SEC").
The consummation of the tender offer is subject to various
conditions, including a minimum tender of a number of Alexza shares
that, when added to the shares held by Ferrer, represents a
majority of outstanding shares (including shares issued upon the
exercise of options). The Board of Directors of Alexza
unanimously approved the transaction.
Guggenheim Securities, LLC acted as the financial advisor to
Alexza, and Cooley LLP acted as legal advisor to Alexza.
Skadden, Arps, Slate, Meagher & Flom LLP and J&A Garrigues,
S.L.P. acted as legal advisors to Ferrer.
About Alexza Pharmaceuticals, Inc.
Alexza Pharmaceuticals is focused on the research, development,
and commercialization of novel, proprietary products for the acute
treatment of central nervous system conditions.
Alexza's products and development pipeline are based on the
Staccato system, a hand-held inhaler designed to deliver a
pure drug aerosol to the deep lung, providing rapid systemic
delivery and therapeutic onset, in a simple, non-invasive
manner. Active pipeline product candidates include AZ-002
(Staccato alprazolam) for the management of epilepsy in
patients with acute repetitive seizures and AZ-007 (Staccato
zaleplon) for the treatment of patients with middle of the night
insomnia.
ADASUVE® is Alexza's first commercial product.
ADASUVE is approved for marketing in 42 countries and has been
submitted for approval in seven additional countries. ADASUVE
has been launched and is currently available in 21 countries.
Ferrer is Alexza's commercial partner for ADASUVE in Europe, Latin
America, the Commonwealth of Independent States countries,
the Middle East and North Africa countries, Korea, the Philippines and Thailand.
ADASUVE® and Staccato® are registered
trademarks of Alexza Pharmaceuticals, Inc. For more
information about Alexza, the Staccato system technology or
Alexza's development programs, please visit www.alexza.com.
About Ferrer
Founded in 1959, Ferrer is a privately-held European
R&D-based pharmaceutical company headquartered in Barcelona. It is active in the pharmaceutical,
health, fine chemicals and food sectors in Europe, Latin
America, Africa, the
Middle East, Asia and the United
States. In total, Ferrer's human healthcare products are
commercialized in more than 95 countries, through 24 international
affiliates (including joint ventures) and 70 partners and
distributors.
Ferrer carries out activities throughout the full pharmaceutical
value chain, from R&D to international marketing, including
fine chemical development and the manufacturing of both raw
materials and finished pharmaceuticals. Its research centers in
Spain and Germany, and manufacturing sites in
Europe and Latin America cover the pharmaceutical,
diagnostics, vaccine, fine chemical, food and feed sectors. For
more information, visit www.ferrer.com.
Forward-Looking Statements
Some statements in this release may be "forward-looking
statements" for the purposes of the Private Securities Litigation
Reform Act of 1995. In some cases forward-looking statements can be
identified by words such as "believe," "expect," "anticipate,"
"plan," "potential," "continue" or similar expressions. Such
statements are subject to certain risks and uncertainties,
including the ability of the parties to complete the proposed
acquisition of Alexza by Ferrer, the likelihood that the minimum
number of Alexza shares are tendered in the offer related thereto,
all closing conditions are satisfied and Alexza's ability to secure
additional funding to continue its operations through the proposed
closing. Such forward-looking statements include risks
and uncertainties, and there are important factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. These factors, risks and
uncertainties are discussed in Alexza's Annual Report on Form 10-K
for the year ended December 31, 2015
as updated from time to time in Alexza's filings with the SEC. None
of Alexza, Ferrer and Ferrer Pharma is responsible for updating the
information contained in this press release beyond the published
date, or for changes made to this document by wire services or
Internet services.
IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS
A tender offer for the outstanding shares of Alexza has not yet
commenced. This communication is not an offer to buy or the
solicitation of an offer to sell any securities. A
solicitation and an offer to buy shares of Alexza will be made only
pursuant to an offer to purchase and related materials that Ferrer
intends to file with the SEC. When the tender offer is
commenced, Ferrer Pharma will file a Tender Offer Statement on
Schedule TO with the SEC, and thereafter Alexza will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Investors and stockholders are
urged to read the Tender Offer Statement (including the offer to
purchase, the related letter of transmittal and other offer
documents) and the Solicitation / Recommendation Statement on
Schedule 14D-9 when they become available, as well as other
documents filed with the SEC, because they will contain important
information. The Tender Offer Statement and
Solicitation/Recommendation Statement on Schedule 14D-9 (when
available) will be sent free of charge to Alexza stockholders, and
these and other materials filed with the SEC may also be obtained
from Alexza upon written request to the Investor Relations
Department, 2091 Stierlin Court, Mountain
View, CA 94043, telephone number +1-650-944-7900 or from
Alexza's website, www.alexza.com. In addition, all of
these materials (and all other documents filed with the SEC) will
be available at no charge from the SEC through its website at
www.sec.gov, or by directing requests for such materials to the
information agent for the offer, which will be named in the tender
offer statement.
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SOURCE Alexza Pharmaceuticals, Inc.