Norgine, a European specialist pharmaceutical company, has agreed to acquire Merus Labs International (NASDAQ:MSLI; TSX:MSL) for $1.65 a share in cash, including the assumption of debt obligations, for a total enterprise value of about $342-million.
The transaction price of $1.65 a share represents a premium of 63.4% to the closing price of $1.01 on the TSX on May 10, 2017 and a premium of 55.1% over the 30-day volume weighted average price of $1.06 on the TSX.
"After a comprehensive review of strategic alternatives, and consultation with the company's financial and legal advisors and the special committee of independent directors, our board has unanimously concluded that this transaction is in the best interests of the company and our stakeholders,” Michael Cloutier, chairman of Merus, said in a statement.
Norgine has a direct commercial presence in all major European markets and employs more than 1,000 people. In 2016, it posted sales of €295 million.
Peter Stein, chairman and CEO of Norgine, said the acquisition of Merus would strengthen the company’s position as the “go-to” European specialist pharmaceutical company.
Directors and senior executive officers of Merus, who together hold about 5.7% of Merus, have entered into voting support agreements with Norgine in favor of the transaction, which is expected to close by Sept. 30, 2017.