Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) (“Teva”) today announced the successful completion of the tender offer (the “Offer”) by Train Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Teva, for all of the outstanding shares of common stock of NuPathe Inc. (Nasdaq:PATH) (“NuPathe”) at a price of $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share, net to the seller in cash without interest.
The Offer expired at 12:00 midnight, New York City time, on February 20, 2014, and was not extended. The depositary for the offer has advised Teva that a total of 28,178,652 shares were validly tendered into and not validly withdrawn from the Offer (not including 1,229,499 shares tendered pursuant to notices of guaranteed delivery), representing approximately 80.01255%% of NuPathe’s outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of NuPathe’s common stock on a fully diluted basis be validly tendered and not validly withdrawn prior to the expiration of the Offer was satisfied, and, accordingly, all such validly tendered shares were accepted for payment and Teva will promptly pay for all such shares in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the Offer, Teva has acquired a sufficient number of shares of NuPathe’s common stock to close the merger of Merger Sub with and into NuPathe without the affirmative vote of NuPathe’s other stockholders, pursuant to Section 251(h) of the Delaware General Corporation Law. The merger is expected to occur as soon as practicable today.
Upon completion of the merger, NuPathe will become a wholly-owned subsidiary of Teva. In the merger, each share of NuPathe that was not validly tendered in the Offer (other than shares held directly or indirectly by Teva, Merger Sub or NuPathe, or by any stockholder of NuPathe who is entitled to and properly demands appraisal of such shares under the applicable provisions of Delaware law) will be cancelled and converted into the right to receive the same $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share, without interest, that was paid in the Offer. It is expected that the common stock of NuPathe will cease to be traded on NASDAQ at the close of market on February 20, 2014, following completion of the merger.