Endo Int'l. To Buy Auxilium Pharma In $2.6 Bln Cash-Stock Deal - Quick Facts

(RTTNews) - Endo International plc (ENDP, ENL.TO) has agreed to acquire all of the outstanding shares of Auxilium Pharmaceuticals, Inc. (AUXL) for $33.25 per share in a cash and stock transaction. The transaction, which is unanimously approved by the boards, is valued at $2.6 billion, including the repayment and assumption of debt. The transaction would include an election mechanism for Auxilium stockholders to elect cash and stock, all-stock or all-cash consideration, subject to proration in accordance with the terms of the definitive agreement.

The per share consideration represents a premium of 55 percent to Auxilium's closing price on September 16, 2014, the day Endo made public its proposal for Auxilium. Subject to aggregate cash and equity consideration limits, Auxilium stockholders may elect one of three options with respect to transaction consideration: 100 percent equity which equates to 0.488 Endo shares per Auxilium share, 100 percent cash which equates to $33.25 per Auxilium share or a standard election of an equal mix of $16.625 in cash and 0.244 Endo shares per Auxilium share. The total cash consideration would not be more than 50 percent of the total equity value and the equity consideration would not exceed 75 percent of the total equity value.

Further, Endo expects the combined company to achieve annual cost synergies of approximately $175 million. This synergy run-rate is likely to be fully realized on an annual basis in the first year after closing and includes Auxilium's reduction in annual operating expenses announced earlier.

Endo plans to fund the cash portion of the transaction through a combination of existing cash on hand and committed debt financing from Citi. The transaction may close in the first half of 2015.