Horizon Pharma, Inc. and Vidara Therapeutics International Ltd. today announced they have entered into a definitive agreement under which Horizon Pharma will acquire Vidara through a reverse merger for stock and cash valued at approximately $660 million. Horizon Pharma plc will be the name of the resulting company. Horizon Pharma plc will be organized under the laws of Ireland with a portfolio of four products marketed primarily in the United States. The proposed transaction has been unanimously approved by both companies' boards of directors. Pursuant to the agreement, Vidara will combine with Horizon Pharma, Inc. with approximately 74 percent of Horizon Pharma plc's ordinary shares to be exchanged for Horizon Pharma, Inc.'s common shares, with Horizon surviving the merger. The shareholders of Vidara will retain approximately 26 percent of Horizon Pharma plc and receive $200 million in cash, subject to certain adjustments.
Strategic and financial benefits of the transaction:
• Accelerated transformation of Horizon to a profitable specialty pharma company;
• Expected pro forma combined, full year 2014 revenues of $250 to $265 million and EBITDA(1) of $65 to $75 million;
• Expanded revenue base to include Horizon Pharma's DUEXIS®, VIMOVO® and RAYOS® marketed in the U.S., Vidara's ACTIMMUNE marketed in the U.S. and Horizon's LODOTRA® marketed outside the U.S.;
• Tax efficient corporate structure enhanced to support Horizon's organic growth and acquisition strategy.
"The addition of ACTIMMUNE complements our commercial business model focused on targeted promotion to primary care physicians and specialists," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma. "The combined company would have a portfolio of four proprietary products and an international platform that builds on our strategy of organic growth and acquisitions. We look forward to working with the Vidara team to bring our companies together to accelerate the creation of shareholder value."