Salix Pharmaceuticals, Ltd., and Santarus, Inc. announced today that the companies have entered into a merger agreement where Salix will acquire all of the outstanding stock of Santarus for $32 in cash per share, for a total value of approximately $2.6 billion. Covington & Burling LLP is advising Salix on both the acquisition and financing aspects of the transaction.
The companies expect to close the transaction in the first quarter of 2014. Salix intends to finance the transaction with a combination of approximately $800 million cash on hand and $1.95 billion in committed financing from Jefferies LLC. Jefferies LLC also has committed to provide an additional $150 million revolving credit facility.
Salix develops and markets prescription pharmaceutical products and medical devices for the prevention and treatment of gastrointestinal diseases.
Santarus is a specialty biopharmaceutical company focused on acquiring, developing and commercializing proprietary products that address the needs of patients treated by physician specialists.
The Covington acquisition team is led by corporate partners Ed Britton and Catherine Dargan and corporate associates Kyle Rabe, Patrick Manchester, and Nick Simon.
The Covington acquisition finance team is led by finance and capital markets partners Mike Lefever and Kerry Burke with the assistance of associates Matt Franker, Sara Needles, and Stephanie Bignon.
Also advising on the transaction are Amy Toro, Ed Dixon, Jimmy Toy, and James Wawrzyniak* (life sciences commercial), David Martin and Keir Gumbs (securities), Mike Francese, Christen Sewell, and Jeff Bozman (employee benefits), Peter Safir, Scott Cunningham, Noellyn Davies, and Mingham Ji (food and drug regulatory), Anna Kraus, Stefanie Doebler, and Dena Feldman (healthcare compliance), James Dean and James Burke (antitrust), Heather Haberl (real estate), and Rob Heller and Sarah Burnham (tax).
*Admitted to the New York and District of Columbia bars; not admitted to practice in California.
