Dublin, Ireland-based biopharmaceutical company Horizon Pharma plc (NASDAQ: HZNP) agreed to acquire Novato, Calif.-based Raptor Pharmaceutical Corp. (NASDAQ: RPTP) at a price of $9.00 per share in cash, for an implied value of $800 million. Raptor is a global biopharmaceutical company focused on the development and commercialization of transformative therapeutics for rare, debilitating and often fatal diseases.

The deal which has been unanimously approved by the boards of directors of both companies, is expected to close in the fourth quarter of 2016, subject to customary closing conditions and regulatory approvals.

“Along with the potential for accelerated revenue growth, the addition of Raptor strengthens our U.S. orphan business and provides a platform to expand our orphan business in Europe and other key international markets,” said Horizon Pharma chairman, president and chief executive Timothy P. Walbert.

“This transaction will deliver significant and immediate value to our shareholders through a compelling all-cash premium and provide ongoing value to our patients, their families and the physicians who treat them,” said Raptor Pharmaceutical president and chief executive Julie Anne Smith.

The acquisition strengthens Horizon’s focus on rare diseases and provides expansion into Europe and other international markets, through the addition of Procysbi delayed-release capsules and Quinsair aerosolized form of levofloxacin global rights.

The deal diversifies Horizon’s revenue with 11 medicines across its orphan, rheumatology and primary care business units, and bolsters rare disease revenue. Horizon expects the transaction to be accretive to adjusted EBITDA in 2017.

Horizon intends to finance the transaction through $675 million of external debt along with cash on hand. The company has put in place fully committed financing with BofA Merrill Lynch, JPMorgan Chase Bank, Jefferies Finance LLC, and Cowen Structured Holdings, an affiliate of Cowen and Co. LLC.

MTS Health Partners L.P. and Citigroup Global Markets Inc. are co-lead financial advisors to Horizon Pharma in the transaction. BofA Merrill Lynch, J.P. Morgan, Jefferies LLC and Cowen and Company, LLC are financial advisors to Horizon Pharma in the transaction. Horizon Pharma’s legal advisors are Cooley LLP and McCann FitzGerald.

Centerview Partners LLC and Leerink Partners LLC are financial advisors to Raptor Pharmaceutical in the transaction. Raptor Pharmaceutical’s legal advisor is Latham & Watkins LLP.



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