Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) executed a definitive agreement to acquire Concert Pharmaceuticals, Inc. (NasdaqGM:CNCE) for approximately $510 million on January 19, 2023. Sun Pharma will acquire all outstanding shares of Concert through a tender offer for an upfront payment of $8.00 per share of common stock in cash. Concert stockholders will also receive a non-tradeable contingent value right (CVR) entitling holders to receive up to an additional $3.50 per share of common stock in cash, payable upon deuruxolitinib achieving certain net sales milestones within specified periods. Under the terms of the merger agreement, Sun Pharma will promptly commence a tender offer to acquire all outstanding shares of Concert common stock. Following the successful closing of the tender offer, Sun Pharma will acquire all remaining shares of Concert that are not tendered into the tender offer and all shares of Concert's preferred stock through a second-step merger at the same price of $8.00 per share of common stock, plus one non-tradeable CVR. In case of termination of the transaction under certain circumstances, Concert will be required to pay Sun Pharmaceutical a termination fee in the amount of $34.5 million.

The transaction is subject to the tender of a majority of the outstanding shares of Concert's common stock, as well as the receipt of applicable regulatory approvals and other customary closing conditions. The transaction was approved by the Boards of Directors of Sun Pharmaceutical. Concert board of directors unanimously approved the transaction. The transaction is expected to be completed in the first quarter of 2023. The tender offer commenced on February 2, 2023 and will expire on March 3, 2023. Moelis & Company LLC is serving as financial advisor to Sun Pharma, and William H. Aaronson, David R. Bauer, Veronica M. Wissel and William A. Curran of Davis Polk & Wardwell LLP is serving as legal advisor. MTS Health Partners, L.P. and Chestnut Partners, Inc. are serving as financial advisors to Concert, and John M. Mutkoski, Andrew H. Goodman and Tevia K. Pollard of Goodwin Procter LLP is serving as legal advisor. In addition, MTS Securities, LLC (an affiliate of MTS Health Partners, L.P.) provided an opinion to the Board of Directors of Concert regarding the fairness of the offer consideration to be received by the holders of Concert common stock in the transaction. Computershare Trust Company, N.A. acted as depository to the transaction and MacKenzie Partners, Inc. acted as information agent. Jessica Delbaum, Jonathan Cheng, Mathias Stöcker, and Rebecca McCraw of Shearman & Sterling LLP acted as legal advisor to Sun Pharmaceutical Industries Limited.

Sun Pharmaceutical Industries Limited (NSEI:SUNPHARMA) completed the acquisition of Concert Pharmaceuticals, Inc. (NasdaqGM:CNCE) on March 6, 2023. At the expiration of the Offer, on March 3, 2023, a total of 48,220,511 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 75.2% of the Shares outstanding as of the expiration of the Offer. As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition. The initial waiting period applicable to the Offer under the HSR Act expired on March 3, 2023. Accordingly, the Offer Condition requiring that the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the HSR Act shall have expired or been terminated has been satisfied. As a result of the Merger, Concert Shares will be delisted and will cease to trade on the NASDAQ Global Market.