Novo Nordisk A/S (CPSE:NOVO B) entered into a definitive agreement to acquire Emisphere Technologies, Inc. (OTCPK:EMIS) for $1.34 billion on November 6, 2020. Novo Nordisk will acquire Emisphere, on a cash-free, debt-free basis. Contemporaneously with this agreement, Novo Nordisk entered into an agreement to acquire the related royalty stream obligations owed to affiliates of MHR Fund Management LLC for $450 million.

The transaction will be debt financed. The merger is subject to customary closing conditions, including approval by Emisphere stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Board of Directors of Emisphere approved the merger, upon the unanimous recommendation of a Special Committee Emisphere directors.

Early Termination Notice has been granted for the deal on November 23, 2020. The acquisition is expected to have a net negative impact on operating profit of less than 1% in 2021 and broadly neutral to positive impact in the following years. Wachtell, Lipton, Rosen & Katz LLP served as legal advisor to Emisphere.

Jefferies LLC is acting as the Emisphere Special Committee's financial advisor and Hal Leibowitz and Joseph Conahan of Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal advisors to Emisphere Special Committee. William H. Aaronson, Jeffrey P. Crandall, David R. Bauer, William A. Curran and Bonnie Chen of Davis Polk & Wardwell LLP acted as legal advisors for Novo Nordisk. Evercore Partners LLC as financial advisor for Novo Nordisk.