SAN DIEGO, Oct. 17, 2011 /PRNewswire/ -- Anadys
Pharmaceuticals, Inc. (NASDAQ: ANDS) today announced that it has
entered into a definitive merger agreement to be acquired by Roche
(SIX: RO, ROG; OTCQX: RHHBY). Under the terms of the merger
agreement, Roche will commence an all cash tender offer for all
outstanding shares of common stock of Anadys at USD 3.70 per share.
The USD 3.70 per share cash offer
price represents a 256% premium over the closing price of
USD 1.04 on October 14, 2011.
Steve Worland, President and
Chief Executive Officer of Anadys, said: "Since Anadys' formation,
our focus has been on driving forward research and development that
would make a real difference to the lives of patients, especially
those with hepatitis. With Roche's considerable capabilities and
experience in HCV, we believe this acquisition provides the best
chance of success for the new potential treatments to reach
patients. I would like to thank all our contributors for
their dedicated efforts to advance the compounds to their current
position."
Jean-Jacques Garaud, Global Head
of Roche Pharma Research and Early Development, said: "This
acquisition augments Roche's already strong HCV portfolio. Our aim
is to offer physicians and hepatitis patients a powerful
combination of therapies that bring us closer to a cure, even
without the use of interferon. Anadys' compounds provide additional
modes of action that could lead to interferon-free treatment
regimens without viral resistance."
Anadys' Board of Directors determined that the merger agreement
and the transactions contemplated thereby are advisable, fair to
and in the best interests of Anadys and its stockholders, and
recommends that Anadys' stockholders tender their shares and, if
necessary, adopt the merger agreement.
Each of Anadys' directors and executive officers has agreed to
tender their shares in the offer.
The closing of the tender offer will be subject to the tender of
a number of shares that, together with the shares owned by Roche,
represent a majority of the total number of outstanding shares
(assuming the exercise of all vested and unvested options and
warrants having an exercise price per share less than the tender
offer price) and other customary conditions. In addition, the
transaction is subject to the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. The tender offer is expected to close within the
fourth quarter of 2011.
The terms and conditions of the tender offer will be described
in the tender offer documents, which will be filed with the U.S.
Securities and Exchange Commission ("SEC").
Lazard is acting as financial advisor to Anadys and Cooley LLP
is serving as Anadys' legal advisor.
About Anadys
Anadys Pharmaceuticals, Inc. is a biopharmaceutical company
dedicated to improving patient care by developing novel medicines
for the treatment of hepatitis C. The Company believes
hepatitis C represents a large unmet medical need in which
meaningful improvements in treatment outcomes may be attainable
with the introduction of new medicines. Anadys is conducting
a Phase IIb study of setrobuvir (ANA598), the Company's DAA, added
to current standard of care for the treatment of hepatitis C.
The Company is also developing ANA773, the Company's oral,
small-molecule inducer of endogenous interferons that acts via the
Toll like receptor 7, or TLR7, pathway in hepatitis C.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF ANADYS HAS
NOT BEEN COMMENCED. THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A
SOLICITATION OF AN OFFER TO SELL ANADYS COMMON STOCK. THE
SOLICITATION AND OFFER TO BUY ANADYS COMMON STOCK WILL ONLY BE MADE
PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS. AT
THE TIME THE OFFER IS COMMENCED, ROCHE WILL FILE A TENDER OFFER
STATEMENT ON SCHEDULE TO WITH THE SECURITIES AND EXCHANGE
COMMISSION AND THEREAFTER ANADYS WILL FILE A
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH
RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE
SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS
AND CONDITIONS OF THE OFFER. THE OFFER TO PURCHASE,
SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS WILL BE
FILED BY ROCHE AND ANADYS WITH THE SECURITIES AND EXCHANGE
COMMISSION (SEC), AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS
FILED BY ROCHE AND ANADYS WITH THE SEC AT THE WEBSITE MAINTAINED BY
THE SEC AT WWW.SEC.GOV. INVESTORS AND SECURITY HOLDERS MAY
ALSO OBTAIN FREE COPIES OF THE DOCUMENTS FILED WITH THE SEC BY
ANADYS BY CONTACTING ANADYS AT IR@ANADYSPHARMA.COM.
Safe Harbor Statement
Statements in this press release that relate to future results
and events are forward-looking statements based on Anadys' current
expectations regarding the tender offer and transactions
contemplated by the merger agreement. Actual results and events in
future periods may differ materially from those expressed or
implied by these forward-looking statements because of a number of
risks, uncertainties and other factors. There can be no assurances
that a transaction will be consummated. Other risks, uncertainties
and assumptions include the possibility that expected benefits may
not materialize as expected; that the transaction may not be timely
completed, if at all; that, prior to the completion of the
transaction, if at all, Anadys may not satisfy one or more closing
conditions; that the merger agreement may be terminated; and the
impact of the current economic environment, risks related to
Anadys' ongoing development activities and clinical trial,
and other risks that are described in Anadys' most recent
Form 10-Q for the quarter ended June 30,
2011. Anadys undertakes no obligation to update these
forward-looking statements except to the extent otherwise required
by law.
SOURCE Anadys Pharmaceuticals, Inc.