December 01, 2023 | Health Care | North America | Ended

ImmunoGen / AbbVie: Deal Insight

On 30-Nov-23, AbbVie announced an agreement to acquire ImmunoGen, a prominent cancer drug manufacturer, for a total equity value of around $10.1bn, or $31.26 per share, a one-day premium of 94.6%. The boards of both companies have approved the transaction, which is expected to close in mid-2024, subject to ImmunoGen shareholder approval (two-thirds majority) and regulatory approvals. AbbVie shareholder approval is not required. Among the regulatory conditions is HSR, but approval from the CMA and the EC might be required. The merger agreement contains customary clauses on representations, warranties, and covenants, with a MAC clause that carves out impact due to war and pandemics. A clause on reasonable best efforts obliges the companies to take “any and all actions” to obtain antitrust approval. ImmunoGen is restricted by customary “no-shop” conditions but with a fiduciary out. The termination fee is $353.5m and RTF is $656.5m. On timing, an HSR notification will be submitted within 10 business days (by 14-Dec-23) and the preliminary proxy is expected to be filed within 15 business days (by 21-Dec-23). The ImmunoGen shareholder meeting will be held within 30 days from the mailing of the definitive proxy and the companies anticipate completion in ...

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