Cephalon to acquire Anesta in $444M deal

US biotechnology company Cephalon has said it plans to merge with AnestaCorp to create a stronger, more profitable pharmaceutical business. Under the terms of the deal, Cephalon will acquire all the outstanding shares of Anesta in a tax-free, stock-for-stock transaction intended to be accounted for as a pooling of interests. The transaction is expected to be accretive to Cephalon's revenues and earnings in 2001 and beyond.

Based on the closing price of Cephalon on July 14, the total equity value of the deal is around $444 million, or $31.45 per Anesta share. As part of the arrangement, Anesta has agreed to a termination fee of $15 million, which is payable under certain conditions.

Frank Baldino, chairman and chief executive of Cephalon, said he believes the combination of the two companies "will shorten Cephalon's time to profitability and enable shareholders of both companies to realize continued long-term growth." Dr Baldino added that Anesta markets Actiq (oral transmucosal fentanyl citrate), a "unique and rapidly growing product for breakthrough cancer pain, and has a highly capable and recently expanded US sales force."