Roche officially announced that it has entered into a definitive merger agreement to fully acquire InterMune at a price of US$ 74.00 per share in an all-cash transaction.
This corresponds to a total transaction value of US$ 8.3 billion on a fully diluted basis.
This offer represents a premium of 38% to InterMune's closing price on 22 August 2014 and a premium of 63% to InterMune's unaffected closing price on August 12, 2014. The merger agreement has been approved by the boards of InterMune and Roche.
Under the terms of the merger agreement, Roche will commence a tender offer no later than 29 August 2014, to acquire all outstanding shares of InterMune common stock, and InterMune will file a recommendation statement containing the unanimous recommendation of the InterMune board that InterMune's shareholders tender their shares to Roche.
The transaction is expected to be neutral to core earnings per share in 2015 and accretive from 2016 onwards.
The deal is the culmination of a bidding war for InterMune, with Sanofi, GlaxoSmithKline and Actelion.