DUBLIN — Mallinckrodt and Cadence Pharmaceuticals on Tuesday announced that they have entered into a definitive agreement under which a subsidiary of Mallinckrodt will commence a tender offer to acquire all outstanding shares of Cadence Pharmaceuticals for $14.00 per share in cash or approximately $1.3 billion on a fully diluted basis, which represents a 32% premium to the trailing 30-trading-day volume weighted average price of $10.62 per share for Cadence Pharmaceuticals.
Subject to customary terms and conditions, the parties expect the transaction to close in mid- to late-March.
Cadence Pharmaceuticals is a biopharmaceutical company focused on commercializing products principally for use in the hospital setting. The company’s product Ofirmev (acetaminophen injection) is a proprietary intravenous formulation of acetaminophen for the management of mild to moderate pain, the management of moderate to severe pain with adjunctive opioid analgesics and the reduction of fever. Since its introduction, Ofirmev has experienced strong growth. In a press release issued Jan. 13, Cadence reported that it expects net revenues of $110.5 million for Ofirmev in calendar year 2013, compared with 2012 reported net-product revenues of $50.1 million.
Ofirmev currently is on formulary in more than 2,350 U.S. hospitals and has been used to treat an estimated 6 million to 7 million patients since its launch in January 2011. A New Drug Submission for the product has been approved by Health Canada.
This transaction accelerates growth in Mallinckrodt’s Specialty Pharmaceuticals segment in key ways. First, the company adds another powerful growth product, Ofirmev, to the segment’s portfolio of core controlled substance generics and its growing roster of such brands as Exalgo, Gablofen, Pennsaid 2% and, if approved, Xartemis XR and longer term MNK-155. Additionally, with the strong presence Cadence has established in the adjacent hospital market, the acquisition adds another potential growth dimension for the segment, providing Mallinckrodt an opportunity to expand the company’s reach and penetration in this channel.
“The acquisition of Cadence Pharmaceuticals is consistent with our goal of becoming a leading global specialty pharmaceuticals company,” said Mark Trudeau, CEO and president of Mallinckrodt. “Ofirmev's growth is driven by an expanding base of physicians who are prescribing the product for an increasing number of surgical patients, and we believe the product will be an outstanding addition to the brands component of Mallinckrodt’s Specialty Pharmaceutical segment. We have been impressed with the strong relationships that Cadence’s commercial organizations have established with customers in the hospital channel and are excited by the opportunity to build on these relationships to expand our platform in this area. We believe Mallinckrodt is well-positioned to further accelerate the trajectory of Ofirmev and realize the full value of this product in the marketplace.”