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National Patent Development Announces Proposed Valera Pharmaceuticals Transaction
NEW YORK--(BUSINESS WIRE)--National Patent Development Corporation (NPDV.OB), a holding company with interests in optical plastics, paint and hardware distribution, and pharmaceuticals, including ownership of 2,070,670 shares (approximately 14% of the currently outstanding shares) of common stock of Valera Pharmaceuticals (NASDAQ: VLRX), announced that on December 12, 2006 Valera had issued a press release and filed a Form 8-K reporting that Valera had entered into an agreement and plan of merger pursuant to which Indevus Pharmaceuticals, Inc. (NASDAQ: IDEV) would acquire Valera in a stock transaction for $7.75 per share (as described below), plus contingent payments of up to $3.50 per share based on the achievement of future product milestones (as described below). Two related parties of National Patent are entitled to receive 50% of any proceeds in excess of $3.94 per share received by National Patent from the sale of 404,004 of National Patent’s shares of Valera common stock.
Valera is a specialty pharmaceutical company focused on the development and commercialization of urology and endocrinology products. Valera markets VANTAS for advanced prostate cancer and has multiple products in clinical development including SUPPRELIN-LA for central precocious puberty.
According to the Valera press release and its Form 8-K, the merger will take the form of a tax-free stock-for-stock merger. Under the terms of the agreement, each share of Valera common stock will be exchanged for $7.75 in Indevus common stock, provided the volume weighted average closing price for Indevus common stock is between $6.59 and $8.05 during the 25 trading day period ending five trading days prior to the meeting of Valera stockholders to vote on the merger. Each Valera share exchanged would be converted into not more than 1.1766 shares and not less than 0.9626 shares of Indevus common stock.
In addition, each share of Valera common stock will also be converted into three contingent stock rights (“CSRs”) relating to three Valera products in various stages of development. One CSR is convertible into $1.00 of Indevus common stock upon FDA approval of Valera’s SUPPRELIN-LA and the availability of sufficient launch quantities, one CSR is convertible into $1.00 of Indevus common stock upon FDA approval of Valera’s biodegradable ureteral stent and one CSR is convertible into $1.50 of Indevus common stock upon FDA approval of Valera’s octreotide implant. The amount of Indevus common stock into which the CSRs convert will be determined by a formula based on the average stock price of Indevus prior to achievement of the applicable milestones, and CSRs convert into Indevus common stock only if the applicable milestones are achieved within three years of the closing of the merger in the case of SUPPRELIN-LA and within five years of the closing of the merger in the case of the biodegradable ureteral stent and the octreotide implant.
In connection with the transaction, certain affiliated funds of Sanders Morris Harris, Valera’s largest shareholder, and one other large shareholder of Valera, have entered into voting agreements in which they have agreed to vote shares representing approximately 41% of Valera’s outstanding shares in favor of the merger.
The merger has been approved by the boards of directors of Indevus and Valera and is expected to be completed on or around April 30, 2007. Closing of the merger is subject to clearance under the Hart-Scott Rodino Antitrust Improvements Act, approval of Valera’s stockholders, approval of Indevus’ stockholders and other customary closing conditions.
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