On Wednesday, ISIS Pharmaceuticals, Inc. (NASDAQ:ISIS)’s shares inclined 1.23% to $66.60.
ISIS Pharmaceuticals, Inc. (ISIS) declared that its license agreement with Bayer HealthCare (Bayer) to develop and commercialize ISIS-FXIRx has received clearance under the Hart-Scott-Rodino Antitrust Improvements Act. Based on this approval, Bayer will pay Isis an immediate $100 million up-front payment. In total, Isis is eligible to receive up to $375 million in payments, counting the upfront payment and a $55 million near-term milestone payment upon advancement of the program following the Phase 2 study in patients with compromised kidney function. In addition, Isis is eligible to receive tiered royalties in the low to high twenty percent range on gross margins of ISIS-FXIRx. After completion of ongoing activities at Isis, Bayer will assume all global clinical development in addition to worldwide regulatory and commercialization responsibilities for ISIS-FXIRx.
Isis Pharmaceuticals, Inc. engages in the discovery and development of antisense drugs using novel drug discovery platform. The company’s flagship product comprises the KYNAMRO injection, which is an apo-B synthesis inhibitor for patients with homozygous familial hypercholesterolemia; and for the reduction of low-density lipoprotein cholesterol. It also has a pipeline of 38 drugs in development for the treatment of various diseases, counting cardiovascular and metabolic diseases; severe and rare diseases, which comprise neurological disorders; and cancer.
Integrated Silicon Solution, Inc. (NASDAQ:ISSI)’s shares dropped -0.88% to $20.27.
Integrated Silicon Solution, Inc. (ISSI) declared that it has finalized a definitive agreement to be attained by Cypress Semiconductor Corporation (CY) for $20.25 per share in cash. With respect to the formerly declared issue regarding antitrust approvals, Cypress has agreed to use its reasonable best efforts and take all reasonable actions to obtain such approvals, counting fully divesting all of ISSI’s SRAM business, if required. The definitive terms and conditions of a merger agreement detailing the current Cypress offer have been fully negotiated, and the merger agreement is subject only to execution by the parties.
The ISSI Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel), taking into account all relevant legal, financial and regulatory aspects of the current Cypress offer and the likelihood of consummation of such transaction, that the current Cypress offer would be more favorable from a financial point of view to the ISSI stockholders than the merger under the Uphill Agreement and that the failure to enter into a definitive agreement with Cypress on the terms in the current Cypress offer would reasonably be predictable to be inconsistent with its fiduciary duties under Delaware Law.
As required by the terms of the Uphill Agreement, ISSI has notified Uphill of the determination by the ISSI Board and offered Uphill with copies of the projected transaction documents relevant to the current Cypress offer. In this notice, Uphill was informed that the ISSI Board is prepared to approve or recommend the Cypress offer and terminate the Uphill Agreement to enter into a definitive agreement with Cypress unless Uphill delivers within four days a written, binding and irrevocable offer to modify the terms of the Uphill Agreement in a manner such that the ISSI Board, shall have determined in good faith, after considering the terms of such offer, that the Cypress offer no longer constitutes a Superior Proposal (as defined in the Uphill Agreement). This four day period will expire at 5:00 p.m. Pacific Time on Sunday, June 14, 2015. ISSI and its representatives are prepared to negotiate in good faith with Uphill and its representatives regarding any modifications to the terms of the transaction contemplated under the Uphill Agreement, such that the current Cypress offer would no longer constitute a Superior Proposal.
As a result of the foregoing, the ISSI special meeting of stockholders that was planned for June 12, 2015 at 2:00 p.m., local time, will not occur until at least June 19, 2015.
Integrated Silicon Solution, Inc. is a fabless semiconductor company which designs and markets integrated circuits. The company offers low and medium density DRAM products for use in WLANs, base stations, networking switches and routers, fiber to the home, modems, set top boxes, digital cameras, MP3, flat panel TVs, LCD TVs, HDTVs, video phones, voice over Internet protocol, printers, disk drives, tape drives, audio/video equipment, instrumentation, GPS, telematics, infotainment, backup cameras, lane departure warning systems, and other applications.
At the end of Wednesday’s trade, WhiteWave Foods Co (NYSE:WWAV)‘s shares surged 0.99% to $48.11.
WhiteWave Foods Co (WWAV) declared that it has agreed to acquire Vega, a pioneer and leader in plant-based nutrition products, for about US$550 million in cash.
Vega offers a broad range of market-leading plant-based nutrition products – primarily powdered shakes and snack bars – containing nutrient-dense, superfood ingredients. Vega’s products are all plant-based and provide a good source of protein, Omega 3s, fiber, vitamins, probiotics and antioxidants. Vega holds a strong market position in the plant-based nutrition category across Canada and the U.S., with a top-tier retail customer base and loyal consumer following ranging from general wellness-seekers to athletes. Based in Vancouver, British Columbia, Vega was founded in 2004 by President Charles Chang, and is presently majority owned by Mr. Chang and VMG Partners.
With its distinctive product offering and opportunities to extend its line, Vega is in the early stages of its growth cycle. It is also well positioned to capitalize on the favorable plant-based eating trends and upside potential that exist in the fast-growing $8.6 billion nutritional powders, bars and ready-to-drink beverages market, where consumers are increasingly seeking healthy solutions from plant-based offerings. Moreover, this acquisition represents an opportunity for WhiteWave to extend its plant-based foods and beverages platform into nutritional powders and bars, with additional innovation opportunities.
Vega generated net sales of about US$100 million over the last twelve months, representing growth of over 30% on a constant currency basis, and grew at a faster rate on a year-to-date basis in 2015. The transaction is predictable to be at least $0.06 accretive to WhiteWave’s adjusted earnings per share in 2016, not taking into account certain transaction and other related expenses, and at least $0.09 accretive to adjusted cash earnings per share, when also not taking into account acquisition-related intangible amortization. In 2015, WhiteWave anticipates a neutral to modest adjusted earnings per share contribution, depending on timing of transaction completion, after not taking into account certain transaction and other related expenses. Vega’s growth momentum, coupled with its attractive margin profile and related financial benefits, make this a compelling investment opportunity for WhiteWave.
The WhiteWave Foods Company, a consumer packaged food and Beverage Company, manufactures, markets, distributes, and sells branded plant-based foods and beverages, salads, fruits and vegetables, coffee creamers and beverages, and dairy products and organic produce in North America and Europe. It operates in three segments: Americas Foods & Beverages, Americas Fresh Foods, and Europe Foods & Beverages.
Enterprise Products Partners L.P. (NYSE:EPD), ended its Wednesday’s trading session with 0.64% gain, and closed at $31.42.
Enterprise Products Partners L.P. (EPD) has reached definitive agreements with the associates of Pioneer Natural Resources Company PXD and Reliance Industries Limited to acquire all of the member interests in EFS Midstream LLC from them. The transaction has been valued at $2.15 billion.
The acquisition cost will be paid in two installments. The first installment of $1.15 billion will be paid at the closure of the deal, while the final installment of $1.0 billion will be paid within a year of the closing date.
EFS Midstream offers various services such as gas gathering, treating, compression and condensate processing in the Eagle Ford Shale. The EFS Midstream system comprises about 460 miles of natural gas gathering pipelines, 10 central gathering plants, 780 million cubic feet per day of natural gas treating capacity and 119 thousand barrels per day of condensate stabilization capacity.
Enterprise Products Partners L.P. provides midstream energy services to producers and consumers of natural gas, natural gas liquids (NGLs), crude oil, petrochemicals, and refined products in the United States and internationally. Its NGL Pipelines & Services segment provides natural gas processing and related NGL marketing services, in addition to import and export terminal services.
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