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Endo International to acquire Auxilium Pharmaceuticals

BY Michael Johnsen

DUBLIN — Endo International and Auxilium Pharmaceuticals on Thursday announced that they have entered into a definitive agreement under which Endo will acquire all of the outstanding shares of common stock of Auxilium for a per share consideration of $33.25 in a cash and stock transaction. The boards of directors of both companies have unanimously approved the transaction, which is valued at $2.6 billion, including the repayment and assumption of debt. 
 
"We are pleased to have reached this agreement with Auxilium, which we believe will create value for both Endo and Auxilium shareholders, as well as for patients, customers and employees," said Rajiv De Silva, president and CEO Endo. "By adding Auxilium's complementary commercial portfolio, we believe this transaction is aligned with our strategy of pursuing accretive, value creating growth opportunities. We intend to leverage Auxilium's leading presence in men's health, as well as our R&D capabilities and financial resources to accelerate the growth of Xiaflex and Auxilium's other products. We look forward to working with the Auxilium team to achieve the growth and synergy potential of this compelling strategic combination."
 
Upon completion of the transaction, Endo's pharmaceutical portfolio will have a broader offering of urology and orthopedic products that are natural complements to its current men's health and pain products. Endo expects to drive increased adoption and enhance the performance of Auxilium's Xiaflex and accelerate development of the product in potential new indications. Endo also intends to leverage its resources to optimize Auxilium's other products, including Testopel and Stendra. Endo believes the combined company will be well positioned to drive organic growth across its portfolio and to capitalize on additional future strategic M&A opportunities.
 
Immediately prior to the entering into the merger agreement with Endo, Auxilium terminated its proposed merger agreement with QLT, in accordance with the terms of the QLT merger agreement.
 
The transaction is expected to close in the first half of 2015 and is subject to the approval of Auxilium's stockholders, regulatory approval in the United States and certain other jurisdictions, and other customary closing conditions. 
 
The per share consideration represents a premium of 55% to Auxilium's closing price on Sept. 16, the day Endo made public its proposal for Auxilium. Subject to aggregate cash and equity consideration limits, Auxilium stockholders may elect one of three options with respect to transaction consideration: 100% equity which equates to 0.488 Endo shares per Auxilium share, 100% cash which equates to $33.25 per Auxilium share or a standard election of an equal mix of $16.625 in cash and 0.244 Endo shares per Auxilium share. The total cash consideration will not exceed 50% of the total equity value and the equity consideration will not exceed 75% of the total equity value.
 
Citi served as financial advisor to Endo, Lazard provided an independent fairness opinion and Sullivan & Cromwell served as legal advisor. Deutsche Bank served as lead financial advisor, Morgan Stanley served as financial advisor and Willkie Farr & Gallagher and Morgan, Lewis & Bockius served as legal advisors to Auxilium.
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Catamaran acquires Salveo Specialty Pharmacy

BY Michael Johnsen

SCHAUMBURG, Ill. — Catamaran, a provider of technology and pharmacy benefit management services, on Wednesday announced that it has entered into a definitive agreement to acquire Salveo Specialty Pharmacy, an independent specialty pharmacy company headquartered in St. Petersburg, Fla., with business operations in New York (Echo Salveo Specialty Pharmacy) and California (Mission Road Pharmacy). 
 
Salveo manages approximately $400 million in annual drug spend. The purchase price of $260 million in cash (subject to certain customary post-closing adjustments) represents a purchase price multiple of approximately 13x Salveo’s trailing 12-month EBITDA and is expected to be funded through cash on the balance sheet.
 
“We are thrilled to welcome Salveo and its employees to the Catamaran team,” said Mark Thierer, chairman and CEO of Catamaran. "Salveo’s successful commercial strategy, geographic footprint and diverse therapy mix are highly complementary to our BriovaRx specialty strategy. This transaction affirms our commitment to investing in our specialty capabilities and the combination of BriovaRx and Salveo strongly positions Catamaran as one of the largest specialty pharmacies with a truly unique service offering.”
 
“Salveo has emerged as a strong specialty provider by focusing on the individual patients we serve," said Jeff Freedman, Salveo CEO. "Together, we view Salveo and BriovaRx as a hand in glove fit, given our complementary values and strong commercial momentum in both organizations.”
 
The acquisition is sexpected to be completed during the fourth quarter of 2014.
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USA Drug founder Stephen LaFrance Sr. to enter Arkansas Business Hall of Fame

BY Michael Johnsen

 

FAYETTEVILLE, Ark. — USA Drug founder Stephen LaFrance Sr. on Thursday was posthumously nominated into the Arkansas Business Hall of Fame by the Sam M. Walton College of Business at the University of Arkansas and the Arkansas Business Hall of Fame Board. 
 
From a single drug store, LaFrance built a chain of retail drug stores headquartered in Pine Bluff covering nine states and more than 150 locations with more than $750 million in annual sales; a wholly owned wholesale drug distribution operation regularly serving more than 1,200 customers in 14 states in addition to USA Drug’s own retail drug stores; a real estate portfolio with strategically located retail properties; and an Arkansas organization supporting more than 3,500 employees and their families.
 
"During his lifetime, LaFrance preferred his philanthropic efforts to be anonymous. The Salvation Army, the Susan G. Komen Foundation, the Arkansas Children’s Hospital and work on diabetes at the University of Arkansas for Medical Sciences were just some of the projects that enjoyed his support," the Arkansas Business Hall of Fame Board noted.
 
LaFrance, along with three other Arkansas business leaders, will be inducted on Feb. 13, the board reported. 
 
“We are pleased to welcome another distinguished group of business leaders to the Arkansas Business Hall of Fame,” stated Dean Eli Jones, dean Walton College. “They join an exceptional list of inductees who have been recognized among the best in Arkansas business. The outstanding achievements of these four, just as all of the hall of fame’s current members, will have an impact on the future business leaders in Arkansas and around the world.”
 
The Arkansas Business Hall of Fame induction ceremony will be held at the Statehouse Convention Center in Little Rock. The Arkansas Business Hall of Fame is permanently housed in the atrium of the Donald W. Reynolds Center for Enterprise Development at the Walton College on the University of Arkansas campus in Fayetteville.
 
Greg Lee, a Walton College alumnus and the retired chief administrative officer and international president of Tyson Foods, chaired the selection process. A nominating committee of 18 business leaders encouraged people throughout the state and beyond to make nominations. A selection committee of nine business and community leaders reviewed the nominations and chose the inductees. Criteria for selection included: the significance of the impact made as a business leader, the concern demonstrated for improving the community and the display of ethics in all business dealings. In addition, living inductees must be over the age of 60.
 
A list of previous inductees into the Arkansas Business Hall of Fame is available at WaltonCollege.uark.edu/abhf.
 

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