Alcon Research, Ltd. entered into a definitive merger agreement to acquire Aerie Pharmaceuticals, Inc. (NasdaqGM:AERI) from a group of shareholders for approximately $750 million on August 22, 2022. The purchase price of $15.25 per share represents a premium of 37% to AerieÆs last closing price and represents an equity value of approximately $770 million. Alcon intends to fund the acquisition through short-term and long-term debt. On September 14, 2022, Alcon executed a $900 million bridge loan facility agreement with J.P. Morgan Chase Bank, N.A. London Branch, that is restricted for use in funding the planned acquisition of Aerie. If the merger is consummated, Aerie Shares will be delisted from The Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended (the ôExchange Actö), at or after the Effective Time. In case of termination under certain circumstances, Aerie is required to pay Alcon a termination fee of $27.0 million in cash and a termination fee of $65.0 million will be payable by Alcon to Aerie. The transaction is subject to the approval of AerieÆs stockholdersÆ approval at the stockholder meeting on November 17, 2022 and the satisfaction of customary closing conditions, including clearance under the Hart-Scott Rodino Antitrust Improvements Act and regulatory approvals. The transaction was approved by the Board of Directors of Alcon and Aerie. Aerie board unanimously recommends shareholders to accept the merger. The applicable waiting period under the HSR Act expired on October 6, 2022. Shareholders of Aerie Pharmaceuticals approved the transaction on November 17, 2022. The transaction is anticipated to close in the fourth quarter of 2022. Aerie Pharmaceuticals' last day of trading on the Nasdaq is expected to be on November 18, 2022. The transaction is expected to be accretive to AlconÆs core diluted Earnings Per Share (EPS) in 2024.
J.P. Morgan acted as AlconÆs financial advisor for the transaction. Graham Robinson, Faiz Ahmad, William McConagha, Maria Raptis, Resa K Schlossberg, Moshe Spinowitz and Yossi Vebman of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Alcon. Lazard acted as financial advisor to Aerie Pharmaceuticals. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Aerie. Steven Scheinfeld and Matthew Soran of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to Aerie. Aerie has engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. Aerie expects to pay Morrow Sodali a fee of $25,000, plus certain costs. Aerie has agreed to pay Goldman Sachs a transaction fee of $25.50ámillion, $2.0ámillion of which became payable at announcement of the merger, and the remainder of which is contingent upon consummation of the merger.
Alcon Research, Ltd. completed the acquisition of Aerie Pharmaceuticals, Inc. (NasdaqGM:AERI) from a group of shareholders on November 21, 2022.