UCB BioSciences, Inc. submitted a written non-binding offer to acquire Zogenix, Inc. for approximately $1.5 billion.
The closing of the offer remains subject to the tender of shares representing at least a majority of the total number of Zogenix's outstanding shares; the expiration or termination of any waiting period (and any extension thereof) applicable to the Offer or the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; the accuracy of the representations and warranties of Zogenix contained in the merger agreement, subject to certain materiality qualifications and other customary conditions. The transaction is not subject to any financing condition. The board of directors of both companies have unanimously approved the transaction. On February 23, 2022, the FCO issued an unconditional phase 1 clearance letter with respect to the Offer and the Merger. As a result, the transaction has received the necessary approvals or consents under the German Act Against Restraints of Competition. As of March 3, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), in connection with acquisition of expired. As of February 1, 2022, the tender offer has commenced and will expire on March 1, 2022. The transaction is expected to close by the end of the second quarter of 2022. As of February 28, 2022, UCB is extending the tender offer until March 4, 2022. In addition to contributing to UCB's revenue growth after closing, the acquisition of Zogenix is expected to be accretive to UCB's earnings from 2023 onwards.
Lazard Frères & Co. LLC and Barclays Bank PLC are acting as financial advisors to UCB in relation to the transaction. J. D. Weinberg, Kyle Rabe, Gustavo Akkerman, Amy L. Toro, Michael J. Francese, Ansgar A. Simon, James R. Dean Jr., Miranda Cole, Richard F. Kingham, Peter W.L. Bogaert, Scott Cunningham, Krista Hessler Carver, Rujul Desai, Elizabeth H. Canter, Heather G. Haberl, Thomas Brugato, Mona Patel, Stefanie A. Doebler, George F. Pappas and Einar Stole of Covington & Burling LLP acted as legal advisors to UCB. BofA Securities, Inc. and SVB Leerink LLC are acting as financial advisors and fairness opinion providers to Zogenix on this transaction. R. Scott Shean, Cheston Larson, Matthew Bush, Wesley Holmes, Holly Bauer, Amanda Reeves, Patrick English, Andrea Ramezan-Jackson, Elizabeth Richards, Eveline Van Keymeulen, Betty Pang, Heather Deixler and Darryl Steensma of Latham & Watkins LLP acted as legal advisors to Zogenix. Philip Richter, Roy Tannenbaum and Trent Pacer of Fried Frank acted as counsel to BofA Securities and Warren S. de Wied of Fried Frank acted as counsel to SVB Leerink as financial advisors to Zogenix, Inc. Innisfree M&A Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository for UCB. BofA Securities will receive an aggregate fee of approximately $21 million, $1 million of which was payable upon delivery of its fairness opinion and the remainder will be paid on closing of the transaction. SVB will receive an aggregate fee of approximately $19 million, $1 million of which was payable upon delivery of its fairness opinion and the remainder will be paid on closing of the transaction.