August 15, 2022 | Health Care | North America | Ended

Global Blood Therapeutics / Pfizer: Deal Insights

Pfizer has dipped into its cash reserves to buy sickle cell disease (SCD) drugmaker Global Blood Therapeutics for $4.5bn. Announced on 8-Aug-22, Pfizer is offering $68.50 per GBT share, which represents a 7.3% one-day premium and 101.9% premium to the target’s closing price on 3-Aug-22, the day prior to a Bloomberg article that reported GBT had attracted takeover interest. Both companies’ boards unanimously approve the transaction, and while GBT shareholder approval is needed (50%), a Pfizer vote is not required. Regulatory conditions disclosed include HSR; no foreign antitrust or foreign investment approvals have been identified yet. The merger agreement confines GBT to customary ‘no-shop’ provisions, and there are termination and reverse termination fees for $217m (4.0% of equity value) and $326m (6.0%), respectively. The preliminary proxy is expected to be filed within 10 business days from the merger agreement (by 19-Aug-22) and the GBT shareholder meeting will be held within 30 days from the definitive proxy mailing. The companies expect the deal to close “as early as” 4Q’22...

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