Summary
Vertex Pharmaceuticals Incorporated (VRTX) announced the completion of its acquisition of ViroChem Pharma Inc. on March 12, 2009. This strategic move involved a cash and stock transaction, with VRTX paying approximately $100 million in cash and issuing 10,733,527 shares of its common stock to acquire all outstanding securities of the privately-held Canadian company. The acquisition was structured as a share purchase agreement dated March 3, 2009. The company has also entered into a Registration Rights Agreement with ViroChem and its former securityholders. Under this agreement, VRTX is obligated to file a registration statement on Form S-3 with the SEC by March 13, 2009, to allow for the immediate resale of the shares issued in the acquisition. Failure to meet this deadline would subject VRTX to per diem penalties. Importantly, Matthew W. Emmens, VRTX's President and a Board member, recused himself from both VRTX's and Shire's decisions regarding this transaction, as Shire held a significant stake in ViroChem. Financial statements and pro forma information related to the acquisition will be filed within 75 days.
Key Highlights
- 1Vertex Pharmaceuticals completed the acquisition of ViroChem Pharma Inc. on March 12, 2009.
- 2The acquisition was valued at approximately $100 million in cash and 10,733,527 shares of VRTX common stock.
- 3VRTX entered into a Registration Rights Agreement to facilitate the resale of the issued shares.
- 4A Form S-3 registration statement is to be filed by March 13, 2009, with per diem penalties for delays.
- 5Matthew W. Emmens, VRTX President, recused himself from decisions due to a conflict of interest involving Shire's stake in ViroChem.
- 6Financial statements and pro forma information for the acquisition will be filed within 75 days.