Ipsen Biopharmaceuticals, Inc. entered into a definitive merger agreement to acquire Albireo Pharma, Inc. (NasdaqCM:ALBO) from a group of shareholders for approximately $910 million on January 8, 2023. Ipsen to commence cash tender offer to acquire all issued and outstanding shares of Albireo for $42.00 per share plus a contingent value right (CVR) of $10.00 per share related to the U.S. FDA approval of Bylvay in biliary atresia. The transaction will be fully financed by Ipsen's existing cash and lines of credit. Upon the successful completion of the tender offer, Ipsen would acquire all shares not acquired in the tender offer through a second-step merger for the same consideration that the tendering stockholders will receive in the tender offer. In case of termination, Albireo will be required to pay a termination fee of a cash amount equal to $36,000,000.

The closing of the tender offer will be subject to customary conditions, including the tender of shares which represent at least a majority of the total number of Albireo's outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of consents of, or filings with, any governmental body or pursuant to certain foreign antitrust laws and the expiration of any applicable waiting period and other customary conditions. The Board of Directors of Albireo has unanimously approved the transaction and recommended that the stockholders of Albireo tender their shares in the tender offer. The board of directors of Ipsen Biopharmaceuticals, Inc. also approved the transaction. The Offer is not subject to a financing condition. As of February 21, 2023, approximately 13,229,445 shares had been validly tendered into and not validly withdrawn from the tender offer, representing approximately 63% of the Shares outstanding. As of February 22, 2023, Ipsen extends expiration date of tender offer for Albireo Pharma, Inc. to March 1, 2023. It is anticipated the transaction will close by end of Q1, 2023. The acquisition of Albireo will provide immediate incremental sales and strengthen Ipsen's rare disease infrastructure. The transaction is expected to be dilutive to Ipsen's core operating income until the end of 2024.

Goldman Sachs is acting as exclusive financial advisor to Ipsen and Tony Chan, David Schulman, Lynne T. Hirata, Michael Wiesner, Craig Falls, Danielle Mangogna, Daniel Kadin and Matthew Rose and Matthew Rose of Orrick Herrington & Sutcliffe LLP as legal counsels to Ipsen. Centerview Partners is serving as exclusive financial advisor to Albireo. Chestnut Partners also provided advice to Albireo. Krishna Veeraraghavan of Paul, Weiss, Rifkind, Wharton & Garrison and Megan Gates and John Condon of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C are serving as legal counsel to Albireo. Centerview Partners LLC acted as fairness opinion provider to the board of Albireo. Continental Stock Transfer & Trust Company acted as transfer agent to Albireo Pharma. Georgeson LLC acted as information agent to Ipsen. Computershare Trust Company, National Association acted as the depositary for Albireo Pharma. Anders Moberg and Hanna Tilus of Cirio Advokatbyrå Ab acted as legal advisors to Ipsen.