OR WAIT null SECS
Fresenius Kabi claims that Akorn failed to fulfill several closing conditions.
Fresenius Kabi announced on April 22, 2018 that it has decided to terminate the company’s previously announced merger agreement with Akorn, a United States-based manufacturer and marketer of prescription and over-the-counter pharmaceutical products.
Fresenius stated that the decision is based on, among other factors, material breaches of FDA data-integrity requirements relating to Akorn’s operations found during Fresenius’ independent investigation. Fresenius offered to delay its decision in order to allow Akorn additional opportunity to complete its own investigation and present any information it wished Fresenius to consider, but Akorn declined that offer.
In response, Akron filed a complaint in Delaware Chancery Court on April 23, 2018 asking that Fresenius be required to fulfill its obligations under the definitive merger agreement, and issued the following statement:
“Fresenius’ attempt to terminate the transaction on the pretext that the findings from the ongoing investigation are a breach of the merger agreement is completely without merit. The previously disclosed ongoing investigation, of which we have voluntarily notified and are in regular communication with [FDA], has not found any facts that would result in a material adverse effect on Akorn’s business and therefore there is no basis to terminate the transaction. The investigation is not a condition to closing and the only remaining condition is approval from the Federal Trade Commission. We intend to vigorously enforce our rights, and Fresenius’ obligations, under our binding merger agreement.”
In April 2017, Fresenius agreed to acquire Akorn for $34 per share, equivalent to $4.3 billion, plus approximately $450 million of net debt, expected closing in early 2018. The acquisition was expected to create cost and growth synergies of approximately $100 million per annum before tax. Fresenius expected a progressive ramp-up of those synergies that would have been achieved by integrating and modernizing Akorn’s production network and by combining other functions.
According to Stephan Sturm, CEO of Fresenius, the company considered Akorn’s product portfolio to be highly complementary to Fresenius’ generics business. The acquisition of Akron, along with the acquisition of Merck KGaA’s biosimilars business, was part of Fresenius’ strategic entry into the biosimilars market.