Shire to Purchase New River Pharma for $2.6 Billion
New River Pharmaceuticals Inc., based in Radford, Virginia, announced that it has signed a definitive agreement with Shire plc under which Shire has agreed to acquire New River. Shire will pay $64.00 in cash for each share of NRPH common stock, or approximately $2.6 billion for the fully diluted equity interest of New River. The per share acquisition price represents a 14.4 % premium to New River’s most recent four-week average closing price per share of $55.92.
The acquisition will be effected by means of a cash tender offer by a wholly owned subsidiary of Shire for all outstanding shares of New River, followed by a merger in which each remaining untendered share of New River would be converted into the same $64.00 cash per share price paid in the tender offer.
“We are delighted to be entering into this transaction with Shire, which will assume full responsibility for the commercialization of Vyvanse(TM), as well as the development of our other pipeline compounds,” said Randal J. Kirk, New River’s founder, chairman and chief executive officer.
The transaction has been unanimously approved by both 
companies’ boards of directors. New River and Shire expect the tender offer to be commenced by March 2, 2007, and to close early in the second quarter. Consummation of the tender offer is subject to approval of the transaction by Shire’s shareholders, as well as the satisfaction of certain customary conditions, including the tender of a majority of the outstanding New River shares on a fully diluted basis and the expiration or earlier termination of the Hart-Scott-Rodino waiting period.
Mr. Kirk will be selling his shares in the company representing approximately 50.2% of the currently outstanding shares. This will be netting him approximately $1.3 billion, according to the Roanoke Times.
Mr. Kirk commented, “We are proud of the accomplishments of the New River team over the course of the past ten years, and have confidence in Shire’s commitment and ability to optimize the therapeutic and commercial potential of the New River portfolio. Shire has a proven track record of success in developing and commercializing products, as evidenced by the success of the Adderall XR(R) franchise.”
