Filed
by Fresenius Kabi Pharmaceuticals Holding, LLC
pursuant
to Rule 425 under the Securities Act of 1933
Subject
Company: APP Pharmaceuticals, Inc.
Commission
File No.: 0-33407
APP
Pharmaceuticals to Be Acquired by Fresenius
Combination
Expands Leadership Position in Injectable Hospital Based Markets
SCHAUMBURG,
Ill. & BAD HOMBURG v.d.H., Germany--(BUSINESS WIRE)--July 7, 2008--APP
Pharmaceuticals, Inc. (Nasdaq:APPX), a leading provider of hospital-based
injectable pharmaceutical products, and Fresenius SE (XETRA:FRE), a global
health care group with approximately $18 billion of sales in products and
services for hospital, dialysis and in home medical care, today announced that
they have entered into a definitive merger agreement pursuant to which Fresenius
will acquire APP.
Under
the terms of the agreement, Fresenius will acquire the outstanding common stock
of APP for $23.00 in cash per share (the "Cash Purchase Price") plus a
contingent value right ("CVR") that could deliver up to an additional $970
million, or $6.00 per share in cash, if the financial results of the Company
meet certain targets (payable in Q2 2011). The cash consideration of $23.00 per
share and potential for total value of $29.00 per share represents a premium of
29% and 63%, respectively, over the Company's closing stock price on July 3,
2008.
Based
on the Cash Purchase Price of $23.00 per share, the transaction values the fully
diluted equity capital of APP at approximately $3.7 billion; and with the CVR,
if fully realized, at a value of $4.6 billion. Fresenius will also assume all of
APP's outstanding debt which currently totals approximately $940 million, net of
cash. In aggregate the consideration for the acquisition of APP, including the
CVR, could be up to $5.6 billion.
"We
are proud to have consistently provided injectable pharmaceutical products of
the highest quality to patients in the acute care setting over the past decade.
In Fresenius we have found a partner with the same commitment to quality and
dedication to patient care," said Patrick Soon-Shiong M.D., founder and Chairman
of APP. "The combined company will allow for the rapid globalization of APP's
portfolio with the same high levels of quality and patient commitment for which
we have become known, while at the same time providing a more comprehensive and
complementary offering of injectable pharmaceuticals, devices and delivery
systems to customers worldwide."
APP
will join Fresenius as part of its Fresenius Kabi division. Through the
acquisition of APP, Fresenius Kabi enters the US pharmaceutical market and
achieves a leading position in
the
US injectable generics market. The worldwide presence of Fresenius combined with
APP's extensive market penetration in the U.S. will create substantial global
opportunities for growth for both companies.
Dr.
Ulf Mark Schneider, Chairman of the Management Board of Fresenius SE commented:
"APP is a fast-growing, highly profitable company with a strong management team
that has an excellent market position in the U.S. Our firm very much shares
APP's dedication to quality and medical excellence for the benefit of patients.
The acquisition provides significant growth opportunities for Fresenius Kabi.
With the APP platform, Fresenius Kabi will be able to market its product range
in the U.S. Fresenius Kabi's international marketing and sales network will
allow us to sell APP's products globally. We welcome APP employees to our team
and very much look forward to serving the North American healthcare
community."
Headquartered
in Schaumburg, Illinois, APP is a leading hospital-based injectable
pharmaceutical company, focusing on oncology, anti-infective,
anesthetic/analgesic and critical care markets. The Company develops, produces
and markets a comprehensive portfolio of over 100 hospital-based injectable
products and operates three manufacturing facilities producing a comprehensive
range of dosage formulations, including lyophilization.
"We
are excited about joining the Fresenius family of businesses and the
opportunities this combination will provide for expanding our commitment to
patient care on a global basis," said Tom Silberg, President and Chief Executive
Officer of APP. "Fresenius is widely recognized as a leader in global healthcare
products and services. This combination builds on the strengths of both
companies and the potential to focus on long-term growth, product pipeline and
innovation."
The
transaction is subject to certain closing conditions, including regulatory
approvals, and approvals under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976. The controlling stockholders of APP have executed a written consent
providing the requisite stockholder approval for the merger. In connection with
the proposed transaction, the Fresenius subsidiary that will issue the CVR will
file a registration statement with the SEC, which will include an information
statement describing the merger and related transactions that will be mailed to
APP stockholders.
The
terms of the transaction provide for the payment by APP of a termination fee in
the event that APP terminates the transaction to accept a superior proposal.
Goldman, Sachs & Co. and Lazard Freres & Co. LLC served as advisors to
APP, Inc. Fried, Frank, Harris, Shriver & Jacobson LLP served as legal
advisor to APP. Deutsche Bank advised Fresenius on this transaction. Skadden,
Arps, Slate, Meagher & Flom LLP served as legal advisor to
Fresenius.
Conference
Call Information
On
Monday, July 7, 2008, APP will host a conference call beginning at 10:30 a.m.
EDT (7:30 a.m. PDT) to review the details of the transaction. The conference
call will be available through a live audio webcast at www.APPpharma.com and
www.earnings.com where it will be archived and accessible for one
month.
About
Fresenius
Fresenius
is a health care group with international operations, providing products and
services for dialysis, hospital and outpatient medical care. In 2007, group
sales were approx. EUR 11.4 billion. On March 31, 2008 the Fresenius Group had
116,203 employees worldwide.
About
Fresenius Kabi
Fresenius
Kabi is the leader in infusion therapy and clinical nutrition in Europe and in
its most important countries of Latin America and Asia Pacific. Fresenius Kabi's
core product range includes infusion solutions for fluid substitution, blood
volume expansion and parenteral nutrition, as well as products for enteral
nutrition. Furthermore, the company provides concepts for ambulatory health care
and is focused on managing and providing home therapies. With its philosophy
"Caring for life" and a comprehensive product portfolio, the company aims at
improving the quality of life of patients all over the world. On March 31, 2008
the company had 17,816 employees. In 2007, Fresenius Kabi achieved sales of EUR
2,030 million and an operating profit of EUR 332 million. Fresenius Kabi AG is a
100 % subsidiary of the health care group Fresenius SE.
About
APP Pharmaceuticals, Inc.
APP
is a fully-integrated pharmaceutical company that develops, manufactures and
markets injectable pharmaceutical products with a primary focus on the oncology,
anti-infective, anesthetic/analgesic and critical care markets. The Company
offers one of the most comprehensive product portfolios used in hospitals,
long-term care facilities, alternate care sites and clinics within North America
and manufactures a comprehensive range of dosage formulations.
Forward-Looking
Statement
The
statements contained in this news release that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements in this news
release include statements, including statements regarding the result of the
review of the transaction by various regulatory agencies; satisfaction of
various conditions to the closing of the transaction; existing and possible
future litigation relating to the transaction, our expectations, beliefs, hopes,
goals, intentions, initiatives or strategies. Because these forward-looking
statements involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those in the
forward-looking statements. These factors include, but are not limited to, the
availability and pricing of ingredients used in the manufacture of
pharmaceutical products and the ability to successfully manufacture products in
a time-sensitive and cost effective manner. Additional relevant information
concerning risks can be found in the APP, Inc. Form10-K for the year ended
December 31, 2007 and other documents the company has filed with the Securities
and Exchange Commission.
In
connection with the proposed transaction, APP will file with the Securities and
Exchange Commission ("SEC") an information statement and Fresenius Kabi
Pharmaceuticals Holding LLC, a wholly-owned subsidiary of Fresenius Kabi, will
file with the SEC a registration statement on Form S-4 which will include the
information statement and Fresenius Kabi's prospectus for the proposed
transaction. APP shareholders are encouraged to read the registration statement
and the joint information statement/prospectus and any other relevant
documents
filed with the SEC carefully, including the Current Report on Form 8-K APP
intends to file shortly attaching the merger-related agreements, because they
will contain important information about the merger.
The
information contained in this news release is as of the date of this release.
APP assumes no obligations to update any forward-looking statements contained in
this news release as the result of new information or future events or
developments.
CONTACT:
APP
Pharmaceuticals, Inc.
Maili
Bergman, 310-405-7522
Director,
Investor Relations
or
PondelWilkinson
Inc.
Robert
Jaffe, 310-279-5969
or
Fresenius
SE
Investor
Inquiries:
Fresenius
SE
Birgit
Grund, ++49 6172 608 2485
Senior
Vice President
or
Media
Inquiries:
Fresenius
SE
Joachim
Weith, ++49 6172 608 2101
Senior
Vice President
SOURCE:
APP Pharmaceuticals, Inc.
ADDITIONAL
INFORMATION ABOUT THE MERGER
AND
WHERE TO FIND IT
In
connection with the proposed merger,
Fresenius
Kabi Pharmaceuticals Holding LLC
and APP will file relevant materials
with the SEC, including a registration statement that will contain a joint
prospectus and information statement. Investors and security holders
are urged to read these documents and any other relevant documents filed with
the SEC, as well as any amendments or supplements to those documents, because
they will contain important information. Investors and security
holders may obtain these documents free of charge at the SEC's website at
www.sec.gov. Such documents are not currently available. Investors
and security holders are urged to read the joint information
statement/prospectus and the other relevant materials when they become available
before making any voting or investment decision with respect to the proposed
merger.
4
App Pharmaceuticals (MM) (NASDAQ:APPX)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
App Pharmaceuticals (MM) (NASDAQ:APPX)
Historical Stock Chart
Von Jun 2023 bis Jun 2024