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    ZGNX   US98978L2043

ZOGENIX, INC.

(ZGNX)
Delayed Nasdaq  -  03/04 04:00:01 pm EST
26.68 USD   +1.60%
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UCB BioSciences, Inc. submitted a written non-binding offer to acquire Zogenix, Inc. for approximately $1.5 billion.

01/19/2022 EDT

UCB BioSciences, Inc. submitted a written non-binding offer to acquire Zogenix, Inc. (NasdaqGM:ZGNX) for approximately $1.5 billion on September 23, 2021. UCB BioSciences, Inc. entered into a definitive agreement to acquire Zogenix, Inc. (NasdaqGM:ZGNX) for approximately $1.5 billion on January 18, 2022. Under the terms of the agreement, UCB will commence a tender offer to purchase all outstanding shares of Zogenix for a purchase price per share of $26 in cash at closing, plus a contingent value right (CVR) for a potential cash payment of $2 upon EU approval by December 31, 2023. The convertible notes indenture is 41.1794 shares of “Common Stock” per $1,000 principal amount of Convertible Notes. As of the date of this agreement, the aggregate outstanding principal amount of the Convertible Notes is $230 million. The upfront consideration represents a 72% premium to Zogenix shares based on the 30-day volume weighted average closing stock price of Zogenix prior to signing. The total transaction is valued at up to approximately $1.9 billion Upon the successful completion of the tender offer, UCB's acquisition subsidiary will be merged into Zogenix, and any remaining shares of common stock of Zogenix will be cancelled and converted into the right to receive the same consideration per share offered in the tender offer. The acquisition of Zogenix will be financed by a combination of available cash resources and a new term loan. The transaction is funding by use of $800 million new unsecured term loan facility and available cash resources. A termination fee of $59 million will be payable to UCB by Zogenix upon termination of the merger agreement under certain circumstances. The closing of the offer remains subject to the tender of shares representing at least a majority of the total number of Zogenix's outstanding shares; the expiration or termination of any waiting period (and any extension thereof) applicable to the Offer or the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; the accuracy of the representations and warranties of Zogenix contained in the merger agreement, subject to certain materiality qualifications and other customary conditions. The transaction is not subject to any financing condition. The board of directors of both companies have unanimously approved the transaction. On February 23, 2022, the FCO issued an unconditional phase 1 clearance letter with respect to the Offer and the Merger. As a result, the transaction has received the necessary approvals or consents under the German Act Against Restraints of Competition. As of March 3, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), in connection with acquisition of expired. As of February 1, 2022, the tender offer has commenced and will expire on March 1, 2022. The transaction is expected to close by the end of the second quarter of 2022. As of February 28, 2022, UCB is extending the tender offer until March 4, 2022. In addition to contributing to UCB's revenue growth after closing, the acquisition of Zogenix is expected to be accretive to UCB's earnings from 2023 onwards. Lazard Frères & Co. LLC and Barclays Bank PLC are acting as financial advisors to UCB in relation to the transaction. J. D. Weinberg, Kyle Rabe, Gustavo Akkerman, Amy L. Toro, Michael J. Francese, Ansgar A. Simon, James R. Dean Jr., Miranda Cole, Richard F. Kingham, Peter W.L. Bogaert, Scott Cunningham, Krista Hessler Carver, Rujul Desai, Elizabeth H. Canter, Heather G. Haberl, Thomas Brugato, Mona Patel, Stefanie A. Doebler, George F. Pappas and Einar Stole of Covington & Burling LLP acted as legal advisors to UCB. BofA Securities, Inc. and SVB Leerink LLC are acting as financial advisors and fairness opinion providers to Zogenix on this transaction. R. Scott Shean, Cheston Larson, Matthew Bush, Wesley Holmes, Holly Bauer, Amanda Reeves, Patrick English, Andrea Ramezan-Jackson, Elizabeth Richards, Eveline Van Keymeulen, Betty Pang, Heather Deixler and Darryl Steensma of Latham & Watkins LLP acted as legal advisors to Zogenix. Philip Richter, Roy Tannenbaum and Trent Pacer of Fried Frank acted as counsel to BofA Securities and Warren S. de Wied of Fried Frank acted as counsel to SVB Leerink as financial advisors to Zogenix, Inc. Innisfree M&A Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository for UCB. BofA Securities will receive an aggregate fee of approximately $21 million, $1 million of which was payable upon delivery of its fairness opinion and the remainder will be paid on closing of the transaction. SVB will receive an aggregate fee of approximately $19 million, $1 million of which was payable upon delivery of its fairness opinion and the remainder will be paid on closing of the transaction.


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Managers and Directors
Stephen James Farr President & Chief Executive Officer
Bradley S. Galer Chief Medical Officer & Executive Vice President
Ashish M. Sagrolikar Chief Operating Officer & Executive Vice President
Steven A. Johnson Vice President, Legal Council & Compliance Office
Iris Löw-Friedrich Director
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