Using Contingent Consideration to Bridge the Value Gap in Acquisitions of Publicly Traded Life Science Companies


M&A activity remains in the doldrums as we enter 2014. According to FactSet Mergerstat, in 2013, 446 transactions were announced involving a U.S. buyer or target in the life sciences sector, as compared to 527 in 2012. Many strategically sensible transactions are not getting done because of the inability of the seller and buyer to agree on price. In some cases, sellers see significant upside in the future trajectory of the business, while buyers may be unwilling to pay for that upside given the perceived risks in achieving it.

However, creative buyers and sellers are able to successfully bridge this value gap by using contingent consideration. Most recently, on January 8, 2014, Teva Pharmaceutical Industries Ltd. announced that it had agreed to acquire NuPathe Inc. in a deal valued at $213 million. In addition to the cash consideration of $3.65 for each NuPathe share, the merger agreement provided that the holder of each NuPathe share will also receive one contingent payment right, which entitles its holder to receive up to $3.15 upon reaching certain specified net sales thresholds related to ZECUITY®.

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:

Published In:

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.