NuPathe Terminates Merger Deal With Endo Health; Agrees To Be Acquired By Teva

(RTTNews) - NuPathe Inc. (PATH) announced Tuesday that it has terminated its agreement and plan of merger with Endo Health Solutions Inc. (ENDP) and its Board has withdrawn its recommendation that stockholders accept Endo's offer to acquire all outstanding shares of NuPathe common stock.

In addition, NuPathe said it has also entered into an agreement and plan of merger with Teva Pharmaceutical Industries Ltd. (TEVA) under which Teva will acquire NuPathe for $3.65 per share in cash. In addition to the upfront cash payment, NuPathe stockholders will receive rights to receive additional cash payments of up to $3.15 per share if specified net sales of NuPathe's migraine treatment, ZECUITY, are achieved over time.

The board of directors of NuPathe unanimously approved the transaction.

"Teva's offer represents a premium of $0.80 per share (28%) over the upfront cash consideration offered by Endo, with equal contingent cash consideration," stated Armando Anido, chief executive officer of NuPathe.

The affiliate of Teva that consummates the tender offer will enter into a separate Contingent Cash Consideration Agreement with American Stock Transfer & Trust Company. The stockholders of NuPathe will be third party beneficiaries under this agreement. Pursuant to the terms of the Contingent Cash Consideration Agreement, Teva will guarantee the obligations of its affiliate to make the payments.

Upon the successful completion of the tender offer, Teva will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended.

The transaction is expected to be completed in February 2014.

Separately Endo Health Solutions announced that NuPathe has terminated its merger agreement with Endo. Endo has received a $5 million termination fee from NuPathe.

"We believe that the agreement NuPathe has signed with Teva is positive news for NuPathe stockholders and as a result we accepted the termination fee and are now proceeding to withdraw our tender offer.....We believe our offer represented fair value for NuPathe. We will remain disciplined in our approach to M&A and will look to deploy capital on other opportunities to create value for our shareholders," said Rajiv De Silva, president and CEO of Endo.