Synergy Pharmaceuticals – Seeks Approval of Bidding Procedure, Sale of Acquired Assets to Bausch Health for $185mn

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December 12, 2018 – Synergy Pharmaceuticals filed a motion requesting Court approval of (i) proposed bidding procedures and (ii) a stalking horse agreement (the “Stalking Horse Agreement”) with Bausch Health (“BH”) pursuant to which BH has agreed to purchase substantially all of the Debtors’ assets for $185 million in cash [Docket No. 17].

The motion states, “The Bidding Procedures are designed to maximize value for the Debtors’ estates, while ensuring an orderly sale process consistent with the timeline available to the Debtors under the Stalking Horse Agreement. The Bidding Procedures describe, among other things, the procedures for interested parties to access due diligence, the manner in which bidders become Qualified Bidders (as defined in the Bidding Procedures) and bids become Qualified Bids (as defined in the Bidding Procedures), the receipt and negotiation of bids received, the conduct of any Auction, the selection and approval of any ultimately successful bidders, and the deadlines with respect to the foregoing. The Debtors believe that the Bidding Procedures afford the Debtors a sufficient opportunity to maximize the value of a sale of the Acquired Assets to their estates.” 

The sale motion further states, “Following the Company’s October 25, 2018 press release updating its stakeholders about its strategic-review process, liquidity situation, and its sales projections for 2018 and the drop in the Company’s market capitalization, BH reaffirmed its interest in pursuing an acquisition of the Company with a non-binding offer to purchase all of Synergy’s stock in an out-of-court sale. The Company remained committed to pursuing a strategic or alternative financial transaction that would maximize value. Accordingly, the Company continued to engage in extensive negotiations with BH regarding a sale transaction while simultaneously seeking out other potential strategic partners and alternative financial transactions. During that process, the Company identified one party that was potentially willing to provide alternative financing, and the Company and one of its advisors commenced preliminary discussions regarding the terms of that potential alternative financing. In addition, Centerview, at the direction of the Company, also continued its outreach effort to other potential buyers, including several other third parties not previously contacted…The Debtors believe that the transaction negotiated with the Stalking Horse Bidder is fair, reasonable, and represents the highest and best offer available to the Debtors at this time, subject to higher and better offers received during the marketing process contemplated by the Bidding Procedures….It has been stated that the Stalking Horse Agreement contemplates the sale of the Acquired Assets to the Stalking Horse Bidder for a total of $185 million in cash.”

The Court set a bid deadline for February 9, 2019.

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