Piramal Healthcare Limited to Acquire Minrad International, Inc.
Limited [NSE: Pirhealth, BSE: 500302], one of
and healthcare companies, and Minrad International, Inc. (Amex: BUF), a
provider of generic inhalation anesthetics, jointly announced that they have
signed a definitive merger agreement for Piramal to acquire Minrad. Under the
terms of the agreement, Minrad will merge with a newly incorporated
wholly-owned subsidiary of Piramal. If the merger is completed, stockholders
of Minrad will receive
agreement, Piramal has also agreed to acquire Minrad’s 8% Senior Secured
Convertible Notes from the note holders. Total consideration for the merger
and acquisition of the notes, in cash plus the assumption of debt, will be
approximately
Minrad’s stockholders and other customary closing conditions. It is not
subject to any financing contingency and is expected to close in the first
quarter of 2009.
The strategic combination will give Piramal access to key intellectual
property for the manufacture of inhalation anesthetics, including
process-based intellectual property for both sevoflurane and desflurane, and
will provide Piramal an immediate entry into the US market for sevoflurane,
the largest selling inhalation anesthetic in the US.
Piramal is a leading producer of halothane and isoflurane, while Minrad’s
product portfolio of inhalation anaesthetics consists of isoflurane, enflurane
and sevoflurane. In addition, Minrad has filed an Abbreviated New Drug
Application (ANDA) for desflurane with the US Food and Drug Administration
(FDA).
Upon completion of the merger, the combined company will have a marketing
and sales network across 108 countries with 178 distributors, capable of
supplying anesthetic products to supply chain vendors and end users, including
hospitals, pain management clinics, veterinary hospitals, university research
centers, and medical industrial users.
Commenting on the acquisition, Mr.
said, “The offer to Minrad is consistent with our commitment to build a
serious global presence in Critical Care. We respect the leading work that
Minrad scientists and workforce have built over the past many years. Our
dedication to building the Critical Care business is a reflection of our
commitment to knowledge and innovation, dynamic action and care that empowers
– consistent with our Group’s values.”
Piramal is the result of an extended process undertaken by our Board of
Directors and financial advisors to address the company’s capital
requirements. Our Board believes the transaction is in the best interests of
all our stakeholders, and also allows our employees to continue growing the
Minrad business as part of a global leader in anesthetic products. We hope to
complete it as soon as possible.”
The Boards of Directors of Piramal and Minrad have approved the
transaction. Certain stockholders of Minrad, holding approximately 20% percent
of Minrad’s outstanding common stock, have agreed to vote for approval of the
merger with Piramal.
Concurrently, with the signing of the merger agreement, Piramal provided
Minrad with a senior secured loan of
capital for operations during the period preceding the closing of the merger.
Upon closing of the merger, Piramal expects the transaction to be
accretive to its earnings for the fiscal year ending
Advisors
UBS Investment Bank acted as exclusive financial advisor to Piramal
Healthcare. Waller
acted as legal advisors to Piramal Healthcare in connection with the
transaction. Barclays Capital Inc. acted as exclusive financial advisor to
Minrad and Hodgson Russ LLP acted as legal advisor.
Important Information about the Merger
In connection with the proposed merger, Minrad International, Inc. intends
to file a proxy statement and related materials concerning the transaction
with the U.S. Securities and Exchange Commission, or SEC. THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND STOCKHOLDERS
ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. When available,
Minrad International will mail the proxy statement and related materials to
its stockholders. When filed with the SEC, the proxy statement and related
materials will be available for free (along with any other document and
reports filed by Minrad International with the SEC) at the SEC’s website,
http://www.sec.gov, and at the Minrad International website,
http://www.minrad.com.
Minrad International and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Minrad
International stockholders in connection with the proposed merger. Certain
information regarding the participants and their interests in the solicitation
is set forth in the proxy statement for Minrad International’s 2008 annual
meeting of stockholders filed with the SEC on
10-KSB/A filed by Minrad International with the SEC on
which are available free of charge from the SEC and Minrad International at
their web sites as indicated above. Information regarding the interests of
these persons in the solicitation will be more specifically set forth in the
proxy statement concerning the proposed merger that will be filed by Minrad
International with the SEC and which will be available free of charge from the
Minrad International and the SEC at their websites, as indicated above.
For investor queries, please contact:
Piramal Group
Vijay Sathye, President - M&A and Investor Relations Tel:
+91 (0) 22 3046 6412, vijay.sathye@piramal.com
Sagar Gokani, Manager - Investor Relations Tel: +91 (0) 22 3046 6474
sagar.gokani@piramal.com
Prasad Mhatre, Manager - Investor Relations Tel: +91 (0) 22 3046 6489
prasad.mhatre@piramal.com
For further information, please contact:
Piramal Group
Ganesh Somwanshi
Corporate Communications
Piramal Group
Contact: +91-22-3046 7873
Mobile: +91-9819334878
ganesh.somwanshi@piramal.com
Shuchi / Priyanka
Hanmer & Partners
Tel: +91-22-6633 5969
Mobile: +91-9987059571 / +91-98336 99707
shuchi@hanmerpr.com
priyanka@hanmerpr.com
Minrad International, Inc
Charles R. Trego, Jr.
Executive Vice President and CFO
(716) 855-1068
Notes to Editors:
About the Piramal Group
Spanning a broad spectrum of industries and formats, the Piramal Group is
committed to achieving excellence and leadership by adhering to ethically
sound, innovative and value-driven practices in its diverse, yet focused,
business ventures and initiatives. The Group’s turnover exceeded
million
About Piramal Healthcare
Piramal Healthcare Limited (“PHL”) is one of
pharmaceutical companies with a growth track record of 29% CAGR in Sales and
Profits since 1988. PHL had consolidated revenues of
2007-08. The Company is currently ranked 4th in the Indian market with a
diverse product portfolio spanning nine therapeutic areas. The Company is also
one of the largest custom manufacturing companies with a global footprint of
assets across
National Stock Exchange (Ticker: PIRHEALTH) and the Bombay Stock Exchange
(Ticker: 500302). For further information, visit
http://www.nicholaspiramal.com
About Minrad International, Inc.
MINRAD International, Inc. is an interventional pain management company
with real-time image guidance, anesthesia and analgesia, conscious sedation
product lines. The real-time image guidance products facilitate minimally
invasive surgery especially for pain management and have broad applications in
orthopedics, neurosurgery, and interventional radiology. These devices enable
medical professionals to improve the accuracy of interventional procedures and
reduce radiation exposure. MINRAD International also manufactures and markets
generic inhalation anesthetics for use in connection with human and veterinary
surgical procedures. The company is developing a drug/drug delivery system for
conscious sedation, which, similar to nitrous oxide in dental surgery,
provides a patient with pain relief without loss of consciousness. Additional
information can be found at the company’s website, http://www.minrad.com.
Forward-Looking Statements:
This press release contains forward-looking statements based on Minrad
management’s current expectations and projections about future events and
trends that management believes may affect Minrad’s financial condition,
results of operations, business strategy and financial needs. The words
“expect,” “plan,” “will” and similar expressions are generally intended to
identify forward-looking statements. These statements, including those
regarding the merger, the proxy statement and the combined company’s growth,
continued success and prospects from the merger, have been included in
reliance on the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve risks, uncertainties and other
factors that may cause actual results to differ from the expectations
expressed in the statements. Many of these factors are beyond the ability of
Minrad to control or predict. These factors include, without limitation: (i)
the occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement; (ii) the outcome of any legal
proceedings that may be instituted against Minrad and others following
announcement of the merger agreement; (iii) the inability to complete the
merger due to the failure to obtain stockholder approval or the failure to
satisfy other conditions to completion of the merger; (iv) risks that the
proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; (v) the ability
to recognize the benefits of the merger; (vi) the amount of the costs, fees,
expenses and charges related to the merger and the actual terms of certain
financings that will be obtained for the merger; and (vii) other risks and
uncertainties detailed from time to time in Minrad’s filings with the
Securities and Exchange Commission; including those risks described under the
heading “Risk Factors” of Minrad International’s Form 10-KSB/A, filed with the
Securities and Exchange Commission on
significant uncertainties inherent in the forward-looking statements contained
in this press release, you should not place undue reliance on them. Minrad
undertakes no obligation to update any forward-looking statements or to make
any other forward-looking statements, whether as a result of new information,
future events or otherwise.
SOURCE Minrad International, Inc.