LEXINGTON, MA -- (Marketwire) -- 01/27/09 -- NitroMed, Inc. (NASDAQ: NTMD) today announced
that it entered into a merger agreement to be acquired by affiliates of
Deerfield Management, a leading healthcare investment organization. Under
the terms of the merger agreement with Deerfield, NitroMed stockholders
will receive $.80 per share in cash, subject to adjustment for net cash
balances at the closing of the merger. Prior to entering into the merger
agreement with Deerfield, NitroMed terminated its previously announced
purchase and sale agreement with JHP Pharmaceuticals, LLC and its
previously announced merger agreement with Archemix Corp. in accordance
with the terms of those agreements, including the payment of termination
fees. In connection with the termination of the JHP purchase and sale
agreement, NitroMed paid a fee of approximately $900,000 to JHP; and in
connection with the termination of the Archemix merger agreement, NitroMed
paid a $1.5 million fee to Archemix.
NitroMed entered into the merger agreement with Deerfield following the
recommendation and approval of a special committee of the board of
directors and the full board of directors, which both determined that the
terms and conditions of the merger agreement with Deerfield was superior to
the terms of both the JHP purchase and sale agreement and the Archemix
merger agreement. The transaction is expected to be completed by April
2009.
The merger agreement includes a "go-shop" provision that allows NitroMed,
acting under the direction of a special committee of the board of
directors, to solicit, negotiate and evaluate competing acquisition
proposals during a post-signing period ending on February 26, 2009. In
accordance with the merger agreement, NitroMed, with the assistance of its
advisors, intends to actively solicit competing acquisition proposals
during this period. There is no assurance that the "go-shop" provision
will result in a higher offer.
The closing of the proposed merger is subject to various conditions,
including approval by NitroMed's stockholders and other customary closing
conditions.
