Forest Labs To Buy Furiex For $1.1 Bln; Deal Also Includes Up To $30/shr In CVR

(RTTNews) - Forest Laboratories Inc. (FRX) agreed to acquire Furiex Pharmaceuticals Inc. (FURX) for $95 per share, or about $1.1 billion in cash, and up to $30 per share or about $360 million in aggregate in a Contingent Value Right or CVR that may be payable based on the status of eluxadoline, Furiex's lead product, as a controlled drug following approval.

The acquisition is subject to receipt of customary regulatory approvals and approval by Furiex shareholders.

Forest concurrently announced that it has entered into an agreement with Royalty Pharma to sell Furiex's royalties on alogliptin and Priligy to Royalty Pharma for approximately $415 million upon successful completion of Forest's acquisition of Furiex. Forest's acquisition of Furiex is not contingent on Forest's agreement with Royalty Pharma.

The terms of the merger agreement provide for Forest to pay $95 per share to Furiex shareholders. In addition, Forest agreed to make additional payments to Furiex shareholders that are contingent upon achievement of certain designations following FDA review. If the optimal CVR milestone is realized, the combined cash and CVR consideration payable in the proposed transaction will be $125 per share, or approximately $1.5 billion in the aggregate.

If eluxadoline receives FDA approval and is not scheduled as a controlled drug by the DEA, holders of the CVR will receive $30 per share or approximately $360 million in the aggregate. If eluxadoline is designated as a Schedule 4 or Schedule 5 controlled drug by the DEA, holders of the CVR will receive $10 per share (approximately $120 million in the aggregate) or $20 per share (approximately $240 million in the aggregate), respectively.

Forest said it expects to use cash on hand to fund the acquisition of Furiex. Forest's planned acquisition of Furiex is expected to close in the second or third quarter of 2014 pending regulatory review and Furiex shareholder approval and is not expected to affect the timing of Actavis plc's previously announced acquisition of Forest. Actavis has consented to Forest's acquisition of Furiex and supports the transaction.