NASDAQ: CORV TSX:
CORV
Acquisition Expected to Have a Total Purchase
Price of Approximately US$76 Million
Including the Repayment of Certain Correvio Indebtedness
ADVANZ PHARMA Intends to Pay for the
Acquisition with Cash on Hand
Provides ADVANZ PHARMA with an Immediate and
Direct Commercial Presence in Germany, France, Spain, Italy,
and the Benelux region, While Strengthening its Existing Presence
in the Nordics and the United
Kingdom
Further Diversifies ADVANZ PHARMA's Portfolio
of Medicines by Adding Established and Innovative High-Quality
Brands Sold in Over 60 Countries Around the World
VANCOUVER, March 16, 2020 /CNW/ - Correvio Pharma Corp.
(NASDAQ: CORV) (TSX: CORV), a specialty pharmaceutical company
focused on commercializing hospital drugs, today announced its
entry into an arrangement agreement ("Arrangement Agreement") dated
March 15, 2020, for ADVANZ PHARMA
Corp. Limited ("ADVANZ PHARMA", TSX:ADVZ) to acquire all of the
issued and outstanding shares of Correvio. The acquisition,
which will be executed through ADVANZ PHARMA's wholly-owned
subsidiary Mercury Pharma Group Limited ("Mercury"), is expected to
have a total purchase price of approximately US$76 million, which includes the repayment of
certain Correvio indebtedness, pursuant to a plan of arrangement
under the Canada Business Corporations Act (the
"Arrangement").
ADVANZ PHARMA is a global pharmaceutical company with a
diversified portfolio of more than 200 branded and unbranded
products, and product sales in more 90 countries.
Mark H.N. Corrigan, MD, Chief
Executive Officer of Correvio, commented: "Since announcing our
intent to explore strategic alternatives in December 2019, we have diligently evaluated a
number of opportunities and concluded that a partnership with
ADVANZ PHARMA represents the best outcome for our shareholders and
other stakeholders, including our employees. We believe that
bringing the highly skilled and talented employees from the two
organizations together will deliver increased scale, depth of
commercial capability, breadth of geographical reach and
complementary business models to bring important medicines to
patients across the globe."
"Correvio's highly experienced European commercial team
provides us with a direct commercial presence in France, Germany, Spain, Italy
and the Benelux region, while further strengthening our existing
presence in the Nordics and the United
Kingdom," said Graeme Duncan,
Chief Executive Officer of ADVANZ PHARMA. "Correvio's niche
portfolio, consisting of an established brand, and two growing,
patent-protected brands, plus a pipeline of potential product
launches, are highly complementary to our current priorities and
future focus. This is a transformative transaction that we
are very excited about, creating what we believe is a leading
global platform with advanced commercial capabilities in
Western Europe, which should
enable us to access further portfolio opportunities going
forward."
The Boards of Directors of both companies have unanimously
approved the transaction, which remains subject to approval by
Correvio securityholders. The Board of Directors of Correvio
unanimously recommends that Correvio shareholders vote in favour of
the Arrangement. The transaction is subject to customary
closing conditions and is expected to be completed during the
second quarter of 2020.
Piper Sandler is serving as
financial advisor to Correvio. Blake, Cassels & Graydon
LLP is serving as legal counsel and Skadden, Arps, Slate, Meagher
& Flom LLP is serving U.S. legal counsel to Correvio. PJT
Partners is serving as financial advisor, and Fasken Marinteau
DuMoulin, and White & Case as legal advisors to ADVANZ PHARMA
and its board of directors as part of the transaction.
Further Transaction Details
- Under the terms of the transaction, ADVANZ PHARMA will be
paying US$0.42 per issued and
outstanding share (the "Consideration"), valuing Correvio's equity
at approximately US$28 million on a
fully diluted basis.
- Inclusive of the repayment of Correvio's outstanding debt of
approximately US$48 million, this
represents a total consideration of approximately US$76 million, excluding Correvio's cash assumed
by ADVANZ PHARMA.
- ADVANZ PHARMA intends to pay for the acquisition of Correvio
with its cash on hand. As of September 30,
2019, ADVANZ PHARMA's cash position was approximately
US$243 million.
- As part of the transaction, (i) each holder of an in-the-money
share purchase option of Correvio that is outstanding immediately
prior to the effective time of the arrangement will be acquired for
cancellation in consideration for a cash payment equal to the
product obtained by multiplying the amount by which the
Consideration exceeds the exercise price per share of such
in-the-money option by the number of shares underlying such option;
(ii) each holder of a restricted share unit or phantom share unit
of Correvio that is outstanding immediately prior to the effective
time will be acquired for cancellation for a cash payment equal to
the Consideration; and (iii) all out-of-the-money share purchase
options of Correvio will be cancelled for no consideration. All
amounts are subject to applicable withholdings.
- Correvio has agreed to hold a meeting of its securityholders by
no later than May 20, 2020 in order
for shareholders to consider and, if deemed advisable, approve the
transaction. Closing is subject to obtaining such shareholder
approval, obtaining an interim and final order approving the
transaction from the Supreme Court of British Columbia, and to certain other
customary conditions as set out in the Arrangement Agreement.
- Each of Correvio and Mercury have provided representations and
warranties customary for a transaction of this nature and Correvio
has provided customary interim period covenants regarding the
operation of its business in the ordinary course during such
period. In addition, Correvio has agreed to certain
non-solicitation covenants and has agreed to pay a termination fee
of US$3.5 million in the event that
it accepts a superior proposal, changes its recommendation that
Correvio shareholders vote in favour of the transaction or in
certain other circumstances, subject to certain customary
exceptions.
- In connection with the transaction and subject to closing,
Correvio will apply to have its shares delisted from the TSX and
Nasdaq and Correvio will cease to be a reporting issuer under
Canadian and U.S. securities law.
- A copy of the Arrangement Agreement, which appends a copy of
the Plan of Arrangement, will be available on each of the ADVANZ
PHARMA and Correvio SEDAR profiles at www.sedar.com.
- Each senior officer and director of Correvio has delivered to
Mercury a voting support agreement pursuant to which each such
officer and director has agreed to, among other things, vote such
person's shares in favour of the shareholder resolution approving
the transaction.
- The Correvio board of directors has received an opinion from
its financial advisor, Piper Sandler Companies, that, subject to
the assumptions and limitations contained therein, the transaction
is fair, from a financial point of view, to the Correvio
shareholders.
About ADVANZ PHARMA
ADVANZ PHARMA operates an international specialty pharmaceutical
business with a diversified portfolio of more than 200 branded and
unbranded products, and sales in more than 90 countries, and going
forward, is focused on becoming the leading platform for
niche-established medicines, with advanced commercial capabilities
throughout Western Europe.
ADVANZ PHARMA's registered office is in Jersey, Channel Islands. The Company operates globally
through its subsidiaries in Sydney,
Australia; London, England;
Mumbai, India; Dublin, Ireland; St. Helier, Jersey; and in
Helsingborg, Sweden.
About Correvio Pharma Corp.
Correvio Pharma Corp. is a specialty pharmaceutical company
focused on providing innovative, high-quality brands that meet the
needs of acute care physicians and patients. With a commercial
presence and distribution network covering over 60 countries
worldwide, Correvio develops, acquires and commercializes brands
for the in-hospital, acute care market segment. The Company's
portfolio of approved and marketed brands includes:
Xydalba™ (dalbavancin hydrochloride), for the treatment
of acute bacterial skin and skin structure infections (ABSSSI);
Zevtera®/Mabelio® (ceftobiprole medocaril
sodium), a cephalosporin antibiotic for the treatment of community-
and hospital-acquired pneumonia (CAP, HAP); Brinavess®
(vernakalant IV) for the rapid conversion of recent onset atrial
fibrillation to sinus rhythm; Aggrastat® (tirofiban
hydrochloride) for the reduction of thrombotic cardiovascular
events in patients with acute coronary syndrome. Correvio's
pipeline of product candidates includes Trevyent®, a
drug device combination that is designed to deliver treprostinil,
the world's leading treatment for pulmonary arterial hypertension.
Correvio is traded on the NASDAQ Capital Market (CORV) and the
Toronto Stock Exchange (CORV). For more information, please visit
our web site www.correvio.com.
Correvio's Forward-Looking Statement Disclaimer
Certain statements in this news release contain "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 or "forward-looking information"
under applicable Canadian securities legislation (collectively,
"forward-looking statements"). Forward-looking statements include
statements that may relate to our plans, objectives, goals,
strategies, future events, future revenue or performance, capital
expenditures, financing needs and other information that may not be
based on historical fact. Forward-looking statements can often be
identified by the use of terminology such as "believe", "may",
"plan", "will", "estimate", "continue", "anticipate", "intend",
"expect", "look forward to" and similar expressions.
Forward-looking statements are necessarily based on estimates and
assumptions made by us based on our experience and perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are
appropriate.
By their very nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance, achievements, events or
developments to be materially different from any future results,
performance, achievements, events or developments expressed or
implied by such forward-looking statements. These forward-looking
statements include, but are not limited to, statements relating to
anticipated benefits of the Arrangement to Correvio and its
securityholders; the timing and receipt of required shareholder and
court approvals for the Arrangement; the ability of Correvio and
ADVANZ PHARMA to satisfy the other conditions to, and to complete,
the Arrangement, the anticipated timing of mailing of the
information circulars regarding the Arrangement, the closing of the
Arrangement, the intention to seek a delisting of the common shares
of Correvio on Nasdaq and TSX, expectations regarding the impact of
this transaction on Correvio and ADVANZ PHARMA's financial and
operating results, strategy and business; the intention of ADVANZ
PHARMA to bring additional products into its portfolio; regulatory
approvals of products and the anticipated timing thereof; and the
anticipated timing of the completion of the arrangement.
In respect of the forward-looking statements and information
concerning the anticipated completion of the proposed Arrangement
and the anticipated timing for completion of the Arrangement,
Correvio has provided them in reliance on certain assumptions and
believes that they are reasonable at this time, including the
assumptions as to the time required to prepare and mail shareholder
meeting materials, including the required management information
circular; the ability of the parties to receive, in a timely
manner, the necessary securityholder and court approvals; and the
ability of the parties to satisfy, in a timely manner, the other
conditions to the closing of the Arrangement. These dates may
change for a number of reasons, including unforeseen delays in
preparing meeting materials, inability to secure necessary
securityholder and court approvals in the time assumed or the need
for additional time to satisfy the other conditions to the
completion of the Arrangement. Accordingly, you should not place
undue reliance on the forward-looking statements and information
contained in this news release concerning these times.
These statements reflect Correvio's current views with respect
to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by
Correvio, are inherently subject to significant business, economic,
competitive, political and social uncertainties and contingencies.
Many factors, both known and unknown, could cause actual results,
performance or achievements to be materially different from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements or information and
Correvio has made assumptions and estimates based on or related to
many of these factors. Such factors include, without
limitation: risks associated with the arrangement and
acquisitions generally, such as the failure to satisfy the closing
conditions contained in the arrangement agreement, the occurrence
of a material adverse effect or other events which may give the
parties a basis on which to terminate the arrangement agreement,
the ability of the parties to complete and mail the management
information circular to be prepared in connection with the special
meeting of securityholders of Correvio, the ability to hold the
meeting within the time frames indicated, and the approval of the
transaction by the shareholders of Correvio and the risks and
uncertainties facing Correvio as discussed in the annual report and
detailed from time to time in our other filings with the Securities
and Exchange Commission ("SEC") available at www.sec.gov and the
Canadian securities regulatory authorities at www.sedar.com. In
particular, we direct your attention to Correvio's Annual Report on
Form 40-F for the year ended December 31,
2018 and its quarterly report filed November 14, 2019 for the third quarter of 2019.
All of the risks and certainties disclosed in those filings are
hereby incorporated by reference in their entirety into this news
release.
While Correvio makes these forward-looking statements in good
faith, given these risks, uncertainties and factors, you are
cautioned not to place undue reliance on any forward-looking
statements made in this press release. All forward-looking
statements made herein are made as of the date hereof based on our
current expectations and we undertake no obligation to revise or
update such forward-looking statements to reflect subsequent
events, information or circumstances, except as required by law.
Investors are cautioned that forward-looking statements are not
guarantees of future performance and accordingly investors are
cautioned not to put undue reliance on forward-looking statements
due to their inherent uncertainty.
Correvio® and the Correvio Logo are the proprietary
trademarks of Correvio Pharma Corp.
Aggrastat® and Brinavess® are trademarks
owned by Correvio and its affiliates worldwide.
Xydalba™ is a trademark of Allergan Pharmaceuticals
International Limited, and used under license.
Zevtera® and Mabelio® are trademarks owned by
Basilea Pharmaceutica International Ltd., and used under
license.
Trevyent® is a trademark of SteadyMed Ltd. and used
under license.
All other trademarks are the property of their respective
owners.
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SOURCE Correvio Pharma Corp