Liver cancer treatment developer Sirtex Medical has accepted a $1.87 billion takeover bid from China’s CDH Genetech after another suitor, Varian Medical Systems of the US, declined to match or beat CDH’s offer.
CDH and its strategic partner, China Grand Pharmaceutical and Healthcare Holdings (CGP), will jointly acquire all the shares of Sirtex for $33.60 per share.
Sirtex has entered into a binding agreement with CDH-CGP and has terminated a scheme implementation deed with Varian Medical Systems.
Varian had offered $28 for each Sirtex share, or $1.6 billion in total, which the Sirtex board had supported..
But CDH trumped that offer with a superior proposal just days before Sirtex shareholders were due to vote on the Varian offer.
CDH’s offer of $33.60 for each Sirtex share represents a 78.4 per cent premium to Sirtex’s share price on January 29, the day before Sirtex announced the Varian offer.
Sirtex said it had provided Varian the opportunity to submit a matching or superior proposal to the CDH-CGP offer, but Varian had declined.
“The board has undertaken a comprehensive investigation of the merits and risks of the CDH-CGP proposal, including seeking specialist advice in relation to specific regulatory, legal, funding and other risks,” Sirtex interim chairman Dr John Eady said on Friday.
“Based on the materially higher offer price and our evaluation of the associated risks, the board of Sirtex has formed the unanimous view that the CDH-CGP proposal is a superior proposal and is in the best interests of shareholders.”
The Sirtex board has unanimously recommended that Sirtex shareholders vote in favour of the takeover agreement with CDH-CGP.
The deal requires approval from Australia’s Foreign Investment Review Board.
It also requires consent from the US Federal Trade Commission because of the nature and scale of Sirtex’s operations in the US.
Sirtex distributes a radiation therapy to more than 1,090 hospitals in more than 40 countries.
CDH is a China-based asset fund manager with more than $US20 billion of capital under management.
CGP, which is listed on the Hong Kong stock exchange with a market capitalisation of $A2.2 billion, is principally engaged in the development and sale of pharmaceuticals, medical devices, specialised raw materials and healthcare products.
Sirtex shares were $1.065, or 3.6 per cent, higher at $30.705 at 1209 AEST.