Bausch Health Companies Inc. announced today that it has entered into a definitive agreement to acquire certain assets of Synergy Pharmaceuticals Inc. in a transaction valued at approximately $200 million plus certain assumed liabilities. Synergy filed a voluntary petition for reorganization under Chapter 11 of the U.S. Code with the U.S. Bankruptcy Court for the Southern District of New York earlier today. Under the terms of the agreement, and subject to Bankruptcy Court approval, Bausch Health will serve as the “stalking horse” bidder in a court-supervised auction and sale process, which Synergy will conduct pursuant to Section 363 of the Bankruptcy Code.
Synergy is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal therapies. Synergy’s flagship product, TRULANCE® is a once-daily tablet approved for adults with chronic idiopathic constipation and irritable bowel syndrome with constipation.
“The acquisition of the assets of Synergy will enhance our Salix Pharmaceuticals business. We believe TRULANCE is a natural complement to XIFAXAN®, and with the scale and strength of our sales footprint in GI and primary care, our Salix team will be able to offer physicians and patients multiple treatment options that span the types of irritable bowel syndrome. Furthermore, adding Synergy’s investigational dolcanatide to our pipeline will provide an incremental peptide with established proof-of-concept studies in multiple GI conditions,” said Joseph C. Papa, chairman and CEO, Bausch Health. “As part of our transformation strategy, we will continue to seek strategic bolt-on opportunities that we believe will help drive long-term growth in our core businesses and for the Company.”
Agreement DetailsUnder the terms of the definitive “stalking horse” agreement, Bausch Health has agreed to acquire most of Synergy’s assets, including intellectual property, customer and vendor contracts, accounts receivable and goodwill, free and clear of liabilities except certain expressly assumed liabilities. Additionally, Bausch Health has committed to make employment offers to a number of the sales and commercial employees of Synergy. As part of the sale process, Bausch Health’s bid is subject to higher or better offers, as other interested parties will have an opportunity to submit competing bids.
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Bausch Health does not require any financing to complete the acquisition. If Bausch Health’s bid is successful, the transaction is expected to close in the first quarter of 2019, subject to customary closing conditions and approval of the Bankruptcy Court.
Wachtell, Lipton, Rosen & Katz served as legal advisor to Bausch Health in this transaction.
Date: December 17, 2018
Source: StreetInsider
