DUBLIN–(BUSINESS WIRE)–Mar 19, 2014–Mallinckrodt plc (NYSE:MNK) today announced the successful completion of its acquisition of Cadence Pharmaceuticals, Inc. (NASDAQ:CADX) for total consideration of approximately $1.4 billion. As previously disclosed, Mallinckrodt expects that the acquisition will be immediately accretive to its fiscal year 2014 adjusted diluted earnings per share, and significantly accretive to its fiscal year 2015 adjusted diluted earnings per share.
The transaction adds OFIRMEV ® (acetaminophen) injection, a high-growth, differentiated pain product, to Mallinckrodt’s growing roster of brands and its robust Specialty Pharmaceuticals portfolio of core controlled substance specialty generics. OFIRMEV also provides Mallinckrodt with an expanded presence in the U.S. hospital channel.
“We are excited by the opportunities provided by OFIRMEV, which will significantly expand Mallinckrodt’s ability to serve U.S. hospitals,” said Mark Trudeau, President and Chief Executive Officer of Mallinckrodt. “As anticipated, the transaction was straightforward, closed quickly, and we are planning for a rapid and successful integration which we expect to be completed by the beginning of September. We believe this accelerated integration will provide greater clarity and direction for the employees joining us, and ensure that the merger of OFIRMEV and the transition of the hospital team into Mallinckrodt is smooth and best serves our customers.”
The tender offer by a subsidiary of Mallinckrodt plc for all of the outstanding shares of Cadence common stock expired as scheduled at 12:00 midnight (EDT) on March 18, 2014. Excluding Cadence shares tendered by notice of guaranteed delivery, a total of 78,396,180 shares of Cadence common stock, representing approximately 87.9% of Cadence’s outstanding shares, were validly tendered into and not validly withdrawn from the tender offer, according to the depositary for the tender offer. As a result, Mallinckrodt and its subsidiary have accepted for payment and will promptly pay for all shares that were validly tendered and not validly withdrawn.
Following its acceptance of the shares tendered in the tender offer, Mallinckrodt caused the merger of its subsidiary with and into Cadence without a vote of Cadence’s other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law. As a result of the completed merger, Cadence became an indirect, wholly owned subsidiary of Mallinckrodt. In connection with the merger, all Cadence shares not validly tendered into the tender offer have been cancelled and converted into the right to receive $14.00 per share, the same price per share offered in the tender offer. As a result of the acquisition, Cadence shares will cease to be traded on NASDAQ.
Mallinckrodt’s financial advisor for the transaction is Deutsche Bank Securities Inc., and its legal advisors are Wachtell, Lipton, Rosen & Katz in the U.S., and Arthur Cox in Ireland.