Piramal Healthcare Limited, one of India's largest pharmaceutical and healthcare companies has acquired New- York based Minrad International, a pain management company and a provider of generic inhalation anesthetics for $40 million. Post acquisition, Minrad will become a newly incorporated wholly-owned subsidiary of Piramal.
Under the terms of the agreement, the stockholders of Minrad will receive $0.12 per share in cash and Piramal will also acquire Minrad's 8% Senior Secured Convertible Notes from the note holders. The Boards of Directors of Piramal and Minrad have approved the transaction and the acquisition is expected to close in the first quarter of 2009. Piramal has also provided Minrad with a senior secured loan of $12 million to provide Minrad with capital for operations during the period preceding the closing of the merger.Piramal expects the transaction to be accretive to its earnings for the fiscal year ending March 31, 2010.
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. Also, 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. Ajay Piramal, Chairman, Piramal Group 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."
David DiGiacinto, President of Minrad said: "The proposed transaction with Piramal is the result of an extended process undertaken by our Board of Directors and financial advisors to address the company's capital requirements."
UBS Investment Bank acted as exclusive financial advisor to Piramal Healthcare. Waller Lansden Dortch & Davis, LLP, Ashurst LLP and Reed Smith LLP 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.
