Friday, Cephalon, Inc. (CEPH) announced that its wholly-owned subsidiary, Cephalon International Holdings, Inc., intends to make about A$318 million or US$207 million takeover offer for Arana Therapeutics Limited (AAH.AX).
Under its bid, Cephalon intends to offer A$1.40 cash for each Arana ordinary share cum dividends and other rights. The offer price represents a 70% premium to Arana's 90-day volume weighted average price and a 69% premium to the closing price on February 25, 2009, the last trading day before the announcement.
Cephalon already has acquired a shareholding in Arana, representing an ownership position of approximately 19.9% of the total issued share capital of Arana. The purchase price of the shares was A$1.40 per share.
Cephalon noted that if it obtains a relevant interest in 90% of Arana shares and the offer conditions are satisfied or waived, Cephalon will increase its offer price by 5 Australian cents per share. In these circumstances accepting Arana shareholders will receive A$1.45 per share. Cephalon said it intends to fund the offer price using a portion of its existing cash balance.
Arana independent directors, who support the offer, will recommend it to Arana shareholders in the absence of a superior proposal.
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