H. Lundbeck A/S (CPSE:LUN) signed a Letter of Intent to acquire Alder BioPharmaceuticals, Inc. (NasdaqGM:ALDR) for $1.5 billion on September 6, 2019. H. Lundbeck A/S (CPSE:LUN) signed a definitive agreement to acquire Alder BioPharmaceuticals, Inc. (NasdaqGM:ALDR) on September 16, 2019. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Alder, whereby Alder stockholders will be offered an upfront payment for $18 per share in cash, along with one non-tradeable Contingent Value Right (CVR) that entitles them to an additional $2 per share upon approval of eptinezumab by the European Medicines Agency (EMA). Lundbeck will acquire any shares of Alder not tendered into the tender offer through a merger for the same per share consideration as will be payable in the tender offer. The merger will be effected as soon as practicable after the closing of the tender offer. Lundbeck expects to fund the acquisition through existing cash resources, bank financing and borrowings under its existing credit facilities. As of September 16, 2019, Lundbeck entered into a term loan agreement with BNP Paribas Fortis SA/NV, Danske Bank A/S, Jyske Bank A/S, Nordea Danmark, Filial af Nordea Bank Abp, Finland and Skandinaviska Enskilda Banken AB (publ). The term loan agreement provides a DKK 2 billion ($295 million) unsecured term loan facility. Following the close of the transaction, Alder will be a subsidiary of Lundbeck. Alder will be required to pay a termination fee of $87 million.

Following the close, Deborah Dunsire, Lundbeck's Chief Executive Officer, will lead the combined company. The transaction is subject to the completion of confirmatory due diligence, the negotiation and execution of definitive agreements. The transaction is also subject to customary closing conditions, including the tender of more than 50% of all shares of Alder outstanding at the expiration of the offer and receipt of required regulatory clearances, which includes a Hart-Scott-Rodino review in the U.S. The transaction is subject to consummation of offer. As of September 6, 2019, Lundbeck's Board unanimously authorized and approved the negotiation. As of September 15, 2019, the Board of Alder has unanimously approved the transaction. As of September 23, 2019, Lundbeck commenced the offer. The expiration date of the offer is October 21, 2019. The transaction is expected to close in the fourth quarter of 2019.

The transaction is expected to be core EPS accretive in 2023 assuming FDA approval in the first quarter of 2020 followed by regulatory approvals in other regions including Europe. If closed, the acquisition of Alder will impact Lundbeck's financial guidance for 2019. While the transaction is not expected to have impact on revenue in 2019, it is expected to be dilutive to both EBIT and cash flow for the year. Alder agreed to pay to Centerview an aggregate fee of $35 million, for its services as financial advisor with the offer. MTS Health Partners and PJT Partners acted as the financial advisors and Thomas Hughes, Randall Sunberg, Craig Roeder, Michael Hamilton, Jur Strobos, Thilo Raepple, Pamela Church, Heiko Burow, Maura Ann McBreen, Carole Spink, Creighton Macy, Christian Burholdt, Andreas Traugott and Kai Kramer of Baker McKenzie LLP acted as legal advisor for Lundbeck. Centerview Partners acted as financial advisor and Graham Robinson and Laura Knoll of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Alder. Cooley LLP acted as legal advisors for Alder. Computershare Trust Company, NA acted as depository for H. Lundbeck.

H. Lundbeck A/S (CPSE:LUN) completed the acquisition of Alder BioPharmaceuticals, Inc. (NasdaqGM:ALDR) on October 22, 2019. Pursuant to tender support agreement, Redmile Capital Fund, LP, Redmile Capital Offshore Fund, Ltd., Redmile Capital Offshore Fund II, Ltd, Redmile Capital Offshore Fund (Erisa), Ltd., P Redmile Ltd and Redmile Strategic Master Fund, LP, all managed by Redmile Group, LLC, tendered 8.24 million shares of Alder BioPharmaceuticals. In addition, 0.78 million Class A-1 Preferred Stock were cancelled. The condition to the tender offer that at least one share more than 50% of the outstanding Alder shares at the expiration of the tender offer be validly tendered and not validly withdrawn and all other conditions to the tender offer and the closing and completion of the acquisition have been satisfied.