Emisphere Technologies, Inc. announced the completion of the previously announced transaction whereby Novo Nordisk A/S acquired Emisphere, on a cash-free, debt-free basis, for $1.35 billion.
ROSELAND, N.J., Dec. 08, 2020 (GLOBE NEWSWIRE) -- Emisphere Technologies, Inc. (“Emisphere” or the “Company”) today announced the completion of the previously announced transaction whereby Novo Nordisk A/S (“Novo Nordisk”) (NYSE: NVO) acquired Emisphere, on a cash-free, debt-free basis, for $1.35 billion. The consideration paid was $7.83 per share, which was based on the amount of cash and debt of the Company at closing and approximately 170.9 million fully diluted shares outstanding. As a result of the completion of the merger, Emisphere has become a wholly owned subsidiary of Novo Nordisk.
The merger was subject to customary closing conditions, including approval by Emisphere stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On November 23, 2020, early termination of the waiting period under the HSR Act was granted. Today, at a special meeting of stockholders, Emisphere’s stockholders approved the adoption of the merger agreement.
Simultaneous with the completion of the merger, Novo Nordisk completed its acquisition of the related royalty stream obligations owed to affiliates of MHR Fund Management LLC (“MHR”) for $450 million.
“We are very pleased to reach today’s milestone and know Novo Nordisk will guide Emisphere into a promising new era. The Emisphere Board of Directors and its Special Committee are confident that this transaction has delivered substantial value to our stockholders,” said Timothy G. Rothwell, Chairman of Emisphere.
“MHR was an early believer in Emisphere and its proprietary Eligen drug delivery technology. Our longstanding support of the company was validated when its partnership with Novo Nordisk resulted in the development of an oral formulation for GLP-1, which we believe will be a transformative drug for the treatment of Type 2 diabetes. We are immensely proud of the pivotal role we have played in Emisphere’s success, culminating in the completion of the company’s transaction with Novo Nordisk, delivering immediate and substantial value to all Emisphere shareholders,” said Mark H. Rachesky, M.D., Founder of MHR and a member of the board of Emisphere.
Emisphere is represented by Wachtell, Lipton, Rosen & Katz as legal advisor. Jefferies LLC is acting as the Emisphere Special Committee’s financial advisor, and Wilmer Cutler Pickering Hale and Dorr LLP is acting as its legal advisor.
About Eligen® Carrier Technology
Eligen® technology enables drug therapies to be provided in a tablet formulation with an absorption-enhancing excipient. Emisphere created Eligen® technology, its proprietary oral drug delivery platform, to facilitate the absorption of small and large molecules without altering their chemical form, biological integrity or pharmacological properties. Notably, the technology enables the transport of therapeutic molecules including large peptides and proteins across biological membranes such as those of the gastrointestinal tract.
About Emisphere Technologies
Emisphere is a drug delivery company that utilises its proprietary technologies to develop new oral formulations of therapeutic agents. For more information, please visit the Company’s website at www.emisphere.com.
Contact
Emisphere Technologies, Inc.
investorrelations@emisphere.com
Michelle Pappanastos
Argot Partners
212.600.1902
michelle@argotpartners.com
