Teva Pharmaceutical Industries Ltd. plans to acquire NuPathe Inc., maker of the Zecuity prescription migraine patch, in a $144 million cash deal.

Teva Pharmaceutical Industries, NuPathe, Zecuity, prescription migraine patch, Endo Health Solutions, acquisiton, Armando Anido, Mike Derkacz

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Teva to acquire NuPathe after Endo deal nixed

January 21st, 2014

JERUSALEM and MALVERN, Pa. – Teva Pharmaceutical Industries Ltd. plans to acquire NuPathe Inc., maker of the Zecuity prescription migraine patch, in a $144 million cash deal.

The $3.65-per-share agreement was unveiled Tuesday as NuPathe announced that it has terminated its $105 million merger deal with Endo Health Solutions Inc. That deal was announced in December.

"Teva's offer represents a premium of 80 cents per share (28%) over the upfront cash consideration offered by Endo, with equal contingent cash consideration," stated Armando Anido, chief executive officer of NuPathe. "As a recognized leader in the field of diseases of the central nervous system, we believe that Teva is well-positioned to maximize Zecuity's potential."

A disposable, single-use, battery-powered transdermal patch, Zecuity actively delivers sumatriptan, the most widely prescribed migraine medication, through the skin. The product, approved by the FDA in January, provides relief of migraine headache pain and migraine-related nausea. Zecuity (sumatriptan iontophoretic transdermal system) is expected to launch in the first half of 2014.

Teva noted that with the addition of Zecuity, it's expanding its portfolio of medicines that treat conditions affecting the central nervous system (CNS). Teva also will now have access to NuPathe's proprietary technology, including its transdermal delivery system for patients.

"We believe that Zecuity is a great fit within our existing U.S. CNS Business Unit, with near-term sales and significant commercial potential," commented Mike Derkacz, vice president and general manager for Teva CNS. "Zecuity enables rapid transdermal delivery of sumatriptan and bypasses the GI tract to avoid issues with oral intake, addressing an important, unmet patient need, especially for those with migraine-related nausea. At Teva, we will leverage our unique Shared Solutions infrastructure to support patient utilization of this important new medicine for migraine sufferers."

Under the terms of the acquisition agreement, an affiliate of Teva will commence a tender offer to acquire all outstanding shares of NuPathe's common stock for $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share if specified net sales thresholds for Zecuity are achieved. After the successful completion of the tender offer, Teva will acquire all remaining shares not tendered via a second-step merger.

The board of directors of NuPathe has unanimously approved the transaction, which is expected to be completed in February.

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