Horizon Therapeutics USA, Inc. entered into a definitive Agreement and Plan of Merger to acquire Viela Bio, Inc. (NasdaqGS:VIE) from AstraZeneca UK Limited and others for $2.9 billion on January 31, 2021. Under the terms, Horizon will acquire all of the issued and outstanding shares of Viela Bio, Inc. common stock for $53 per share in cash, which represents a fully diluted equity value of approximately $3.05 billion, or approximately $2.67 billion net of Viela's cash and cash equivalents. Following successful completion of the tender offer, Horizon will acquire all remaining shares not tendered in the offer through a second step merger at the same price per share as in the tender offer. As of March 12, 2021, a total of 51,668,285 Company Shares were validly tendered and not validly withdrawn as of the expiration of the Offer, which represented approximately 94.0% of the then outstanding Company Shares. Horizon intends to finance the transaction through $1.3 billion of external debt along with cash on hand. Horizon has put in place fully committed financing with Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc. Post-closing, Viela Bio will become a subsidiary of Horizon Therapeutics. In case of termination, Viela Bio would be required to pay $107 million as a termination fee. The transaction is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976. Stockholders holding approximately 54% of the outstanding shares of common stock of Viela, including AstraZeneca UK Limited, have agreed to tender their shares in the offer pursuant to support agreements. The transaction has been unanimously approved by Horizon’s and Viela’s boards of directors. As of February 23, 2021, the waiting period applicable to the Offer under the HSR Act expired in the ordinary course. Accordingly, the portion of the conditions to the Offer relating to the expiration or termination of the waiting period under the HSR Act has been satisfied. As of March 13, 2021, all conditions to the Offer having been satisfied. The transaction is expected to close by the end of the first quarter of 2021. Morgan Stanley & Co. LLC is the sole financial advisor to Horizon in the transaction. Horizon’s legal advisor is Barbara L. Borden and Rama Padmanabhan of Cooley LLP. Goldman Sachs & Co. LLC is the sole financial advisor and provided fairness opinion to Viela in the transaction. Viela's legal advisor is Matthew J. Gardella; Matthew W. Tikonoff and John T. Rudy of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Alliance Advisors, LLC to act as the Information Agent and American Stock Transfer & Trust Company, LLC to act as the Depositary in connection with the Offer. Viela Bio has agreed to pay Goldman Sachs a transaction fee of approximately $45.8 million, all of which is contingent upon consummation of the transaction. Horizon Therapeutics USA, Inc. completed the acquisition of Viela Bio, Inc. (NasdaqGS:VIE) from AstraZeneca UK Limited and others on March 15, 2021. As a result of this acquisition, Elizabeth H.Z. Thompson, has been promoted to executive vice president, research and development and will lead the day-to-day operations for the Horizon pipeline. Jörn Drappa, M.D., has been named executive vice president, research and development and will lead the day-to-day operations for the Viela pipeline. Jörn was the former chief medical officer and head of research and development at Viela. Karin Rosén, M.D, is no longer with the company.