- Combined company will create a global company in inhaled anaesthetic gas products -
MUMBAI, India, Dec. 22 /PRNewswire-FirstCall/ -- Piramal Healthcare
Limited [NSE: Pirhealth, BSE: 500302], one of India's largest pharmaceutical
and healthcare companies, and Minrad International, Inc. (Amex: BUF), a
provider of generic inhalation anesthetics, jointly announced that they have
signed a definitive merger agreement for Piramal to acquire Minrad. Under the
terms of the agreement, Minrad will merge with a newly incorporated
wholly-owned subsidiary of Piramal. If the merger is completed, stockholders
of Minrad will receive $0.12 per share in cash. In connection with the merger
agreement, Piramal has also agreed to acquire Minrad's 8% Senior Secured
Convertible Notes from the note holders. Total consideration for the merger
and acquisition of the notes, in cash plus the assumption of debt, will be
approximately $40 million. The transaction is conditioned upon approval by
Minrad's stockholders and other customary closing conditions. It is not
subject to any financing contingency and is expected to close in the first
quarter of 2009.
The strategic combination will give Piramal access to key intellectual
property for the manufacture of inhalation anesthetics, including
process-based intellectual property for both sevoflurane and desflurane, and
will provide Piramal an immediate entry into the US market for sevoflurane,
the largest selling inhalation anesthetic in the US.
Piramal is a leading producer of halothane and isoflurane, while Minrad's
product portfolio of inhalation anaesthetics consists of isoflurane, enflurane
and sevoflurane. In addition, Minrad has filed an Abbreviated New Drug
Application (ANDA) for desflurane with the US Food and Drug Administration
(FDA).
Upon completion of the merger, the combined company will have a marketing
and sales network across 108 countries with 178 distributors, capable of
supplying anesthetic products to supply chain vendors and end users, including
hospitals, pain management clinics, veterinary hospitals, university research
centers, and medical industrial users.
Commenting on the acquisition, Mr. Ajay Piramal, Chairman, Piramal Group
said, 'The offer to Minrad is consistent with our commitment to build a
serious global presence in Critical Care. We respect the leading work that
Minrad scientists and workforce have built over the past many years. Our
dedication to building the Critical Care business is a reflection of our
commitment to knowledge and innovation, dynamic action and care that empowers
-- consistent with our Group's values.'
David DiGiacinto, President of Minrad said: 'The proposed transaction with
Piramal is the result of an extended process undertaken by our Board of
Directors and financial advisors to address the company's capital
requirements. Our Board believes the transaction is in the best interests of
all our stakeholders, and also allows our employees to continue growing the
Minrad business as part of a global leader in anesthetic products. We hope to
complete it as soon as possible.'
The Boards of Directors of Piramal and Minrad have approved the
transaction.
