Swedish Orphan Biovitrum AB (publ) (OM:SOBI) entered into a definitive agreement to acquire Dova Pharmaceuticals, Inc. (NasdaqGM:DOVA) from Paul B. Manning, Sean Stalfort and other shareholders for approximately $790 million on September 30, 2019. Under the terms, Dova shareholders will receive upfront payment of $27.5 per share in cash and one non-tradeable contingent value right (CVR). The CVR entitles Dova shareholders to an additional $1.5 per share upon approval of Doptelet® for use in Chemotherapy-Induced Thrombocytopenia by the US Food and Drug Administration. Any shares of Dova common stock not tendered will be acquired through a merger effected as soon as practicable following the tender offer closing, for the same per share consideration. All outstanding options and restricted share units that have an exercise price of less than $27.5 will be cancelled and the holders thereof will be entitled to receive the offer price in respect of each share covered by such option, less the applicable exercise price. In addition, any options with an exercise price between $27.5 and $29 would also be entitled to receive a payment in respect of each share covered by such option in the event that the milestone payment occurs in an amount equal to the excess of $29 over the applicable exercise price. Upon closing Dova will become a wholly owned indirect subsidiary of Swedish Orphan Biovitrum AB (publ).

The acquisition will be financed by a mix of existing cash resources and debt comprised of new committed credit facilities as well as Swedish Orphan Biovitrum AB's existing credit facilities. The new financing consists of a SEK 3 billion ($306.18 million) term loan facility with a term of up to five years, and a €280 million ($306.55 million) revolving credit facility with a term of up to five years, both arranged and made available by Danske Bank and Skandinaviska Enskilda Banken. The remaining part of the debt-financing is intended to be financed through Swedish Orphan Biovitrum AB's existing credit facilities. In the event of termination, Dova will be liable to pay a termination fee of $32 million. 125 professionals from Dova will strengthen Swedish Orphan Biovitrum AB's haematology infrastructure. Following completion of the merger, the common stock of Dova will no longer be listed for trading on the NASDAQ Global Select Market. The transaction is subject to customary closing conditions, including the tender of more than 50% of all shares of Dova outstanding at the expiration of the offer and termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction was unanimously approved by the Boards of Directors of both, Swedish Orphan Biovitrum AB and Dova. The Board of Directors of Dova recommended that the stockholders tender their shares pursuant to the offer. Dova shareholders holding a majority of Dova's currently outstanding shares, including Paul B. Manning, Sean Stalfort, and related entities, have agreed to tender their shares into the offer. As of October 25, 2019, the transaction was granted early termination notice by Federal Trade Commission. As of October 11, 2019, Swedish Orphan Biovitrum AB has commenced the tender offer and it will expire on November 8, 2019. The transaction is expected to close in fourth quarter of 2019. As of November 8, 2019, the tender offer has expired and 26.3 million shares have been tendered representing approximately 91% stake in Dova. The conditions to the tender offer were satisfied, and Swedish Orphan Biovitrum AB has accepted for payment and will promptly pay the depositary for all validly tendered shares. The transaction is expected to be completed on November 12, 2019 through a merger without a vote or meeting of Dova's stockholders. The transaction is expected to be accretive to earnings per share in 2022 and significantly accretive in subsequent years.

Morgan Stanley acted as financial advisor and Damien R. Zoubek, Brittain A. Rogers, Kara L. Mungovan, Eric W. Hilfers, Nicole F. Foster, David J. Kappos, Anthony N. Magistrale, Matthew Morreale, Jesse M. Weiss and Christopher J. Kelly of Cravath, Swaine & Moore LLP and Mannheimer Swartling Advokatbyrå AB acted as legal advisors to Swedish Orphan Biovitrum AB. Jefferies LLC and Evercore acted as financial advisors and Jamie Leigh of Cooley LLP acted as legal advisor to Dova. Jefferies LLC and Evercore Group L.L.C provided an opinion to Board of Dova that per share price is fair from a financial point of view, to holders. American Stock Transfer & Trust Company, LLC acted the depositary for the offer. Covington & Burling is advising Evercore Group L.L.C. as financial advisor to Dova Pharmaceuticals, Inc., in connection with its $790 million cash acquisition by Swedish Orphan Biovitrum AB (publ). Dova Pharmaceuticals has agreed to pay Jefferies for its financial advisory services in connection with the Offer and the Merger an aggregate fee currently estimated to be approximately $11.5 million, of which a portion was payable upon delivery of Jefferies' opinion to the Dova Board and approximately $9.5 million is payable contingent upon consummation of the Offer. Jefferies also is entitled to an additional fee, currently estimated to be approximately $1.5 million, upon payment of the Milestone Payment if payable.