Halozyme Therapeutics, Inc. (NasdaqGS:HALO) entered into a definitive agreement to acquire Antares Pharma, Inc. (NasdaqCM:ATRS) for $970 million on April 12, 2022. As per the terms of the transaction, Halozyme will acquire Antares for $5.60 per share in cash. Post deal completion, Antares Pharma shall be a wholly owned subsidiary of Halozyme. Halozyme intends to finance the transaction using existing cash on hand and new sources of debt. Halozyme Therapeutics, Inc. has received an Amended and Restated Commitment Letter dated as of April 28, 2022, pursuant to which Bank of America, N.A., BofA Securities, Inc., Wells Fargo Bank and Wells Fargo Securities, LLC have committed to provide, subject to the terms and conditions of the Amended and Restated Debt Commitment Letter, to Parent a $375 million senior secured term loan. Halozyme shall acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Antares Pharma shall pay a termination fee of $33 million to Halozyme. Helen Torley will be the Chief Executive Officer of the combined company. The transaction was unanimously approved by both the Halozyme and Antares Boards of Directors. The tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Antares' outstanding shares of common stock, the expiration or termination of the HSR waiting period. The tender offer is subject to minimum shares validly tendered and not validly withdrawn represent one more than 50% of the total number of Shares outstanding. As of April 26, 2022, Halozyme commenced the tender offer.

The transaction is subject to the satisfaction of customary closing conditions and applicable regulatory approvals. On April 27, 2022, a purported Antares Pharma, Inc. stockholder filed a complaint against Antares Pharma, Inc. and each member of Antares Pharma, Inc. Board in the United States District Court for the Southern District of New York. On April 30, 2022, a purported Antares Pharma, Inc. stockholder filed a complaint against Antares Pharma, Inc. and each member of Antares Pharma, Inc. Board in the United States District Court for the Eastern District of New York. As of May 12, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect to the transaction, has expired. The transaction is expected to close in the first half of 2022. As of April 26, 2022, the tender offer is scheduled to expire on May 23, 2022. The transaction is expected to be immediately accretive to Halozyme's 2022 revenue and non-GAAP earnings.

BofA Securities and Wells Fargo Securities LLC are acting as financial advisors to Halozyme. Daniel S. Dokos, Elizabeth S. Weiswasser, Graham Magill, Jeffrey D. Osterman, John E. Scribner, John Patrick Barry, Michael J. Aiello, Paul J. Wessel, Sachin Ko, John O'Loughlin, Stefania Di Trolio Venezia, Eileen Hren Citron, Olivia J. Greer, Michael C. Naughton, Rebecca Sivitz of Weil, Gotshal & Manges LLP is acting as legal advisor to Halozyme Therapeutics, Inc. Jefferies LLC is acting as financial advisor and fairness opinion provider to Antares and Graham Robinson and Faiz Ahmad of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor. Roy Tannenbaum and Philip Richter of Fried Frank acted as counsel to BofA Securities. Equiniti Trust Company is depositary and the transfer agent of Antares. D.F. King & Co., Inc. is acting as information agent of Antares. Cahill Gordon & Reindel LLP acted as legal counsel the lender in the transaction. Conor Larkin of Morgan, Lewis & Bockius LLP acted as legal advisor to Antares Pharma, Inc. (NasdaqCM:ATRS).