Dova Pharmaceuticals to be acquired by Swedish Orphan Biovitrum for $27.50/share
Dova Pharmaceuticals announced it has entered into an agreement and plan of merger with Swedish Orphan Biovitrum, or Sobi. Under the terms of the agreement, an indirect subsidiary of Sobi will commence a tender offer for all outstanding shares of Dova, whereby Dova stockholders will be offered an upfront payment for $27.50 per share in cash, along with one non-tradeable Contingent Value Right, or CVR, that entitles them to an additional $1.50 per share in cash upon regulatory approval of DOPTELET for the treatment of chemotherapy-induced thrombocytopenia, or CIT, representing a total potential consideration of $29.00 per share, or a total potential consideration of up to $915M on a fully diluted basis. The upfront consideration of $27.50 per share represents a premium of 36% to Dova's closing price on September 27 and a premium of 59% to the 30-day volume weighted average price. The transaction was unanimously approved by the boards of both companies and is expected to close in Q4. Dova will file a recommendation to shareholders recommending they tender their shares to Sobi, subject to the terms of the definitive merger agreement. Certain of the company's major stockholders, including Paul Manning, representing a majority of the outstanding shares have entered into a Tender and Support Agreement committing them to tender their shares into the tender offer. The transaction is subject to customary closing conditions, including the tender of more than 50% of all shares of Dova outstanding at the expiration of the offer and termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.