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Pfizer (NYSE:PFE) is acquiring Biohaven (NYSE:BHVN) for a total of ~$11.6B in cash.
The two companies have been partners for migraine therapy rimegepant, sold as NURTEC ODT, and zavegepant. Pfizer had previously invested $350M to acquire 2.6% stake in Biohaven at $173 per share.
Under the current acquisition agreement, Pfizer will acquire all outstanding shares of Biohaven not already owned by Pfizer for $148.50/ share in cash.
Biohaven common shareholders, including Pfizer, will also receive 0.5 of a share of New Biohaven, a new publicly traded company that will retain Biohaven’s non-CGRP development stage pipeline compounds, per Biohaven common share.
After closing, New Biohaven will continue to operate under the name Biohaven. New Biohaven will be led by Vlad Coric, as chairman and CEO, and include other members of the current management team of Biohaven.
At distribution, New Biohaven will be capitalized with $275M of cash. New Biohaven will also have the right to receive royalties from Pfizer on any annual net sales of rimegepant and zavegepant in the U.S. in excess of $5.25B.
At closing, Pfizer will also pay to settle Biohaven’s third party debt and for redeeming all outstanding shares of Biohaven's redeemable preferred stock.
The boards of both companies have approved the transaction.
Pfizer expects to finance the transaction with existing cash on hand.
The companies expect the transaction to close by early 2023, subject to completion of the New Biohaven spin-off transaction, regulatory and other approvals.
BHVN +72.04% to $143.03 premarket May 10
PFE -1.52% to $47.90 premarket