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Lundbeck To Buy Alder BioPharma In $1.95 Bln Deal - Quick Facts

H. Lundbeck A/S agreed to buy Alder BioPharmaceuticals (ALDR) in a transaction valuing the company at up to US$1.95 billion or about DKK 13 billion net of cash, on a fully diluted basis.

As per the terms of the deal, Lundbeck will commence a tender offer for all outstanding shares of Alder, whereby Alder stockholders will be offered an upfront payment for US$18.00 per share in cash, along with one non-tradeable Contingent Value Right (CVR) that entitles them to an additional US$2.00 per share upon approval of eptinezumab by the European Medicines Agency (EMA), representing a total potential consideration of US$20.00 per share.

The transaction is expected to be core earnings per share accretive in 2023 assuming FDA approval in the first quarter of 2020 followed by regulatory approvals in other regions including Europe.

The transaction is expected to close in the fourth quarter of 2019, subject to customary closing conditions, including the tender of more than 50% of all shares of Alder outstanding at the expiration of the offer and receipt of required regulatory clearances, which includes a Hart-Scott-Rodino review in the U.S.

Lundbeck expects to fund the acquisition through existing cash resources and bank financing.

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