NEW YORK, May 8, 2014: - H. Lundbeck A/S and Chelsea Therapeutics International, Ltd. today announced that the companies have entered into a definitive agreement under which Lundbeck will acquire Chelsea. Under the terms of the agreement, Lundbeck will commence a tender offer for all outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an upfront payment and contingent value rights representing a total potential consideration of up to $7.94 per share, or $658 million (approximately DKK 3.5 billion), on a fully diluted basis.
Charlotte, NC-based Chelsea is a biopharmaceutical development company that acquires and develops innovative products for the treatment of a variety of human diseases, including central nervous system disorders. Valby, Denmark-based Lundbeck is a global pharmaceutical company specializing in brain diseases with approximately 6,000 employees in 57 countries.
Morgan Lewis serves as Chelsea’s legal adviser on the transaction led by Business and Finance Practice partners Robert Dickey and Bradley Edmister and including associates James Fang and Dana Smith. Also assisting in the transaction are Securities Practice partner George Yearsich, Business and Finance partner Finnbarr Murphy and associate Jonathan Shade, Tax Practice partner Richard Zarin, Employee Benefits and Executive Compensation Practice partner Gary Rothstein and of counsel Randall McGeorge, FDA Practice partner Ann Begley, Antitrust Practice partner J. Clayton Everett, Jr. and associate Martin d’ Halluin and Litigation Practice of counsel Maxine Woelfling.