Patient Square Capital, LP and Gurnet Point Capital Limited completed the acquisition of Radius Health, Inc. from Repertoire Partners LP, Velan Capital Investment Management LP and others.
Consummation of the Offer is subject to certain conditions, including: (i) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement) the number of Shares validly tendered, and not validly withdrawn, is at least one more than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (the Minimum Condition); (ii) immediately prior to the expiration of the Offer (as extended in accordance with the Merger Agreement), any waiting period (and any extensions thereof) and any approvals or clearances applicable to the consummation of the transactions contemplated by the Merger Agreement in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired or been terminated or obtained, as applicable, receipt of regulatory approvals and other conditions. The transaction is not subject to a financing condition. Transaction has been unanimously approved by the Radius Board. Radius' Board of directors unanimously recommends that Radius shareholders tender their shares in the tender offer. Upon the successful completion of the tender offer, any remaining shares of common stock of Radius that were not tendered in the tender offer will be canceled and converted into the right to receive the same consideration payable in the tender offer. The board of directors of Patient Square Capital, LP and Gurnet Point Capital Limited also approved the Offer. As of August 9, 2022, The required waiting period under the HSR Act with respect to the Offer and the Merger expired on August 8, 2022. As of June 27, 2022, the annual meeting of Radius is scheduled on July 26, 2022. Transaction is expected to close in the third quarter of 2022. As of August 9, 2022, the Offer is currently scheduled to expire on August 10, 2022.
J.P. Morgan Securities LLC acted as exclusive financial advisor to Radius Health, Inc. and Marc Rubenstein,Martin Crisp, Randy Bodner, Renata Ferrari of Ropes & Gray LLP serving as its legal advisors. Goldman Sachs & Co. LLC acted as exclusive financial advisor to Gurnet Point Capital and Patient Square Capital. Peter N. Handrinos and Leah R. Sauter of Latham & Watkins, LLP serving as Gurnet Point Capital's legal advisors and due diligence provider. Michael Weisser, Daniel E. Wolf, Jason Kanner, Mark Schwed, Shaun J. Mathew and Maggie Flores of Kirkland & Ellis LLP serving as Patient Square Capital's legal advisors. Covington & Burling LLP is serving as OrbiMed's legal advisor. J.P. Morgan Securities LLC acted as fairness opinion provider to Radius board. Morrow & Co., LLC acted as proxy solicitor and Innisfree M&A Inc. acted as information agent to Radius Health, Inc.
Patient Square Capital, LP and Gurnet Point Capital Limited completed the acquisition of Radius Health, Inc. (NasdaqGM:RDUS) from Repertoire Partners LP, Velan Capital Investment Management LP and others on August 10, 2022. As of August 10, 2022, 24,813,549 shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 52.1% of currently outstanding Shares. The number of Shares tendered into the Offer satisfies the Minimum Condition. All other conditions to the Offer having been satisfied or waived. As a result of its acceptance of the Shares tendered in the Offer, Patient Square Capital and Gurnet Point Capital acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of Radius pursuant to Section 251(h) of the DGCL. Following the consummation of the merger, all Shares will be delisted from NASDAQ and deregistered under the Exchange Act.