Ferrer Pharma Inc., a wholly-owned subsidiary of Barcelona-based Grupo Ferrer Internacional, S.A., a privately held pharmaceutical company, has agreed to acquire Alexza Pharmaceuticals, Inc., a Mountain View, California-based pharmaceutical company focused on acute treatments for central nervous system conditions, for $0.90 per share in cash. In addition to the upfront cash payment, Alexza stockholders will be granted contingent value rights to receive cash payments in four payment categories if specified milestones are achieved following the closing. The transaction is expected to close in the second quarter of 2016 and is subject to customary closing conditions.

Under the terms of the agreement, Ferrer Pharma will commence a tender offer to acquire all outstanding shares of Alexza’s common stock for $0.90 per share in cash plus one contingent value right entitling the stockholder to receive a pro-rata share of up to four payment categories in an aggregate (i.e., to all contingent value right holders assuming all four payments are made) maximum amount of $35 million (subject to certain deductions) if certain licensing payments and revenue milestones are achieved.

Upon successful completion of the tender offer, Ferrer Pharma will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as are made to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the US Securities and Exchange Commission. The consummation of the tender offer is subject to various conditions, including a minimum tender of a number of Alexza shares that, when added to the shares held by Ferrer, represents a majority of outstanding shares (including shares issued upon the exercise of options). The board of directors of Alexza unanimously approved the transaction.

Alexza’s products and development pipeline are based on the Staccato system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in an non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Adasube, Alexza’s first commercial product, is approved for marketing in 42 countries and has been submitted for approval in seven additional countries, and has been launched and is currently available in 21 countries. Ferrer is Alexza’s commercial partner for Adasuve in Europe, Latin America, the Commonwealth of Independent States countries, the Middle East, North African countries, Korea, the Philippines and Thailand.

Source: Alexza Pharmaceuticals