Merck acquires Inspire for $430M

Whitehouse Station, NJ, and Raleigh, NC-Merck has entered into a definitive agreement to acquire Inspire Pharmaceuticals Inc., in a transaction with a cash value of $430 million.

Under the terms of the agreement, Merck, through a subsidiary, will commence a tender offer for all outstanding common stock of Inspire at a price of $5 per share in cash. The transaction has been unanimously approved by the boards of directors of both companies, and Inspire's board recommended that the company's shareholders tender their shares pursuant to the tender offer. Warburg Pincus Private Equity IX LP, which owns about 28% of the outstanding shares of Inspire, has agreed to tender all of its shares into the offer.

“As one of the world's leading health-care companies, Merck is the ideal partner to enhance the long-term potential of Inspire's portfolio of ophthalmic assets,” said Adrian Adams, president and chief executive officer of Inspire. “We are delighted that Merck recognized the strength of an integrated platform leveraging the growing Azasite (azithromycin ophthalmic solution 1%) product opportunity, and the strong relationships within the ophthalmic community cultivated by our high quality, specialty eye care sales force in the U.S.”

“This acquisition combines the talented commercialization organization at Inspire with the excellent team already in place at Merck, thereby strengthening our ophthalmology business and positioning us for future growth with an expanded portfolio,” added Beverly Lybrand, senior vice president and general manager, neuroscience and ophthalmology, Merck. “This deal helps address the needs of patients and customers in ophthalmology and creates value for both companies.”

The closing of the tender offer is subject to certain conditions. These include the condition that the tender of Inspire shares together with the shares owned by Merck  represent at least a majority of the total number of Inspire's outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. Upon the completion of the tender offer, Merck will acquire all remaining shares through a second-step merger.