Alexza Pharmaceuticals, Inc. and Grupo Ferrer Internacional, S.A. announced the expiration of the tender offer by Ferrer Pharma Inc., a wholly-owned indirect subsidiary of Ferrer, to purchase all of the outstanding shares of Alexza’s common stock at a price of $0.90 per share, net to the holder in cash (less any required withholding taxes and without interest), plus one contractual contingent value right (CVR) per share, which represents the right to receive a pro-rata share of up to four payment categories in an aggregate (i.e., to all CVR holders assuming all four payments are made) maximum amount of $32.8 million (after deduction of an estimated $2.2 million payment to Alexza’s financial adviser for fees and expenses in connection with the transactions described herein and subject to further adjustment) if certain licensing payments and revenue milestones are achieved, net to the holder in cash (less any applicable withholding taxes and without interest).
The offer expired at 12:00 midnight, New York City time, at the end of Monday June 20, 2016. Computershare Trust Company, N.A., the depositary for the offer, has advised Alexza and Ferrer that 9,031,157 shares have been validly tendered and not validly withdrawn pursuant to the offer, which tendered shares represent approximately 52.2 percent of the outstanding shares, when added to the shares owned by Ferrer, Ferrer Pharma and their respective subsidiaries. The condition to the offer that at least a majority of the outstanding shares of Alexza common stock (including shares issued upon the exercise of stock options) when added to the shares owned by Ferrer, Ferrer Pharma and their respective subsidiaries (not including shares tendered pursuant to procedures for guaranteed delivery and not actually received by the depositary) be validly tendered and not validly withdrawn prior to the expiration of the offer has been satisfied. Accordingly, all shares that were validly tendered and not validly withdrawn were accepted for payment by Ferrer Pharma.
On June 21, 2016, Ferrer Pharma merged with and into Alexza, with Alexza continuing as the surviving corporation and a wholly-owned indirect subsidiary of Ferrer. As a result of the merger, each outstanding share of Alexza (other than shares held by Ferrer, Ferrer Pharma and their respective subsidiaries and shares held by stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive the offer price.
Following the merger, Alexza’s shares were delisted and will no longer trade on the OTC Pink Market.
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.