UCB SA (ENXTBR:UCB) entered into an agreement to acquire Ra Pharmaceuticals, Inc. (NasdaqGM:RARX) from Douglas A. Treco, New Enterprise Associates 13, L.P. managed by New Enterprise Associates and RA Capital Healthcare Fund, L.P managed by Ra Capital Management, LLC and others for $2.3 billion on October 9, 2019. Under the terms of the agreement, Ra Pharmaceuticals, Inc. shareholders will receive $48 in cash for each share held. Each restricted stock unit of Ra Pharmaceuticals will become immediately vested, and such restricted stock units will be canceled in exchange for and converted into the right to receive an amount in cash equal to offer share. Each outstanding unvested and unexercised stock option will become immediately vested and exercisable in full and will be canceled and will be converted into the right to receive an amount in cash in excess of the offer per share over the exercise price of such option. Total transaction value is approximately $2.5 billion, and based net of Ra Pharma cash is approximately $2.1 billion. The transaction will be financed by a combination of existing cash resources and new bank term loans, arranged and underwritten by BNP Paribas Fortis and Bank of America Merrill Lynch. UCB expects to fund the acquisition through the proceeds of new debt financing and the use of cash on hand. UCB has a fully executed Facility Agreement under which, UCB has obtained, from BNP Paribas Fortis SA/NV and Bank of America, N.A., London Branch, debt financing commitments in an aggregate principal amount of $2.07 billion for the transaction. In case the merger is terminated under specified circumstance including termination of the UCB as a result of an adverse change in the recommendation of the Board of Ra Pharmaceuticals and termination of the merger agreement by Ra Pharmaceuticals to enter into an agreement in respect of a competing acquisition proposal, Ra Pharmaceuticals shall pay $75 million in cash as termination fee.

The transaction is subject to approval by Ra Pharmaceuticals, Inc. shareholders, obtaining antitrust clearance, any waiting period (and any extension thereof) applicable to the merger under the HSR Act shall have been terminated or expired, and other customary closing conditions. Douglas A. Treco, New Enterprise Associates 13, L.P. and Ra Capital Management, LLC entered into a voting and support agreement with UCB pursuant to which they will vote their shares in Ra Pharmaceuticals in favor of the adoption of the merger agreement. The Boards of Directors of UCB and Ra Pharmaceuticals, Inc. have unanimously approved the transaction. Centerview Partners LLC has notified that the consideration is fair to shareholders. The Board of Ra Pharmaceuticals declared the agreement advisable and resolved to recommend that the stockholders vote to approve the transaction. The transaction is not conditioned upon receipt of financing by UCB. On October 23, 2019, Ra Pharma and UCB filed the notification under the HSR Act, with the Federal Trade Commission and the Antitrust Division of the Department of Justice. UCB voluntarily withdrew its notification and report form effective November 22, 2019. UCB intends to re-file such form by November 26, 2019 which will restart the 30-calendar-day waiting period under the HSR Act. As of December 17, 2019, the shareholders of Ra Pharmaceuticals approved the transaction at its special meeting of directors. On March 30, 2020, the waiting period under the HSR Act expired. The transaction is expected to complete by the end of first quarter of 2020. As of March 16, 2020, the transaction is expected to close in the first quarter of 2020. As of March 31, 2020, the transaction is expected to be completed by April 2, 2020. The transaction would be dilutive to UCB's mid-term earnings level and hence move the mid-term target of UCB reaching an EBITDA ratio (to revenue) of 31% to 2022 from 2021. The acquisition is expected to be core earnings per share accretive from 2024 onwards and would enable accelerated top and bottom line growth for UCB from 2024 onwards.

Bank of America Merrill Lynch International DAC and Lazard Frères & Co. LLC acted as financial advisors and J. D. Weinberg and Kyle Rabe of Covington & Burling LLP acted as legal advisors for UCB. Eric Tokat and Jason Lee of Centerview Partners LLC acted as financial advisor and fairness opinion provider, and Peter Handrinos, R. Scott Shean, Daniel Rees, Lisa Watts, Matthew Conway, David Kuiper, Joshua Holian, Wesley Holmes and Elizabeth Richards of Latham & Watkins LLP acted as legal advisor for Ra Pharmaceuticals, Inc. Lazard acted as financial advisor to UCB SA. Ra Pharma has agreed to pay Centerview an aggregate fee of approximately $44.2 million, $2.5 million of which was payable upon the rendering of Centerview's opinion and $41.7 million of which is payable contingent upon consummation of the transaction. MacKenzie Partners, Inc. acted as the information agent to Ra Pharmaceuticals, Inc. and will receive a fee of $15,000 for its services. Andrew Kourpanidis and Richard Sharples of Clifford Chance acted as legal advisor to BNP Paribas Fortis Funding, Bank of America Merrill Lynch.

UCB SA (ENXTBR:UCB) completed the acquisition of Ra Pharmaceuticals, Inc. (NasdaqGM:RARX) from Douglas A. Treco, New Enterprise Associates 13, L.P. managed by New Enterprise Associates and RA Capital Healthcare Fund, L.P managed by Ra Capital Management, LLC and others on April 2, 2020. As a part of closing, Ra Pharmaceuticals has now become wholly-owned subsidiary of UCB. BNP Paribas Capital Corporation Inc acted as financial advisor to UCB SA (ENXTBR:UCB).