Cipher to acquire Canadian business portfolio of Cardiome for C$25.5M
Cipher Pharmaceuticals and Cardiome Pharma announced their entry into a definitive arrangement agreement pursuant to which Cipher will acquire the Canadian business portfolio of Cardiome. The proposed transaction will be completed pursuant to the acquisition by Cipher of all of the outstanding shares of Cardiome, following a restructuring of Cardiome pursuant to a statutory plan of arrangement under the Canada Business Corporations Act. Pursuant to the arrangement, Cardiome shareholders will receive common shares, on a one-for-one ratio, of a newly created Canadian entity named Correvio Pharma Corp. that will apply for a substitution listing on the Nasdaq and TSX. Correvio will acquire and hold all of Cardiome's pre-transaction assets, excluding the Canadian business portfolio being acquired by Cipher under the arrangement. The proposed transaction will be completed by way of a statutory plan of arrangement under the Canada Business Corporations Act. Pursuant to the arrangement, among other steps and procedures, the following transactions will occur: All of the outstanding common shares of Cardiome will be assigned and transferred to Correvio in exchange for common shares of Correvio. Following the completion of the share exchange, each former shareholder of Cardiome will hold the same pro rata interest in Correvio as it held in Cardiome immediately prior to such share exchange. All of the assets and liabilities of Cardiome, other than the Canadian business portfolio to be acquired by Cipher, will be transferred to and assumed by Correvio. Cipher will subsequently acquire all of the outstanding common shares of Cardiome, which will then be 100% owned by Correvio and hold only the Canadian business portfolio, for cash consideration of C$25.5M. Cipher expects to finance this acquisition with a combination of cash and new debt. Under the terms of the arrangement agreement, Cipher will also have a right of first refusal, for a limited period following closing, to license from Correvio the Canadian rights of any pharmaceutical product that it (or its affiliates) licenses in the future for additional consideration to Correvio. The proposed arrangement will require the approval of at least 66 2/3 percent of the votes cast in person or by proxy by shareholders of Cardiome at a special meeting expected to be held on or about May 9, 2018. All of the directors and senior officers of Cardiome have entered into voting and support agreements with Cipher pursuant to which they have agreed, among other things, to vote in favour of the arrangement. In addition to the approvals required from shareholders of Cardiome and the Supreme Court of British Columbia, the arrangement is also subject to applicable regulatory approvals, including Nasdaq and TSX approval, and the satisfaction of certain other closing conditions customary for a transaction of this nature. The definitive arrangement agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a termination fee of C$2.5M is payable by Cardiome to Cipher in certain circumstances, and a reverse termination fee of C$2.5M is payable by Cipher to Cardiome in certain circumstances, if the proposed arrangement is not completed.