Innoviva, Inc. (NasdaqGS:INVA) entered into a definitive merger agreement to acquire La Jolla Pharmaceutical Company (NasdaqCM:LJPC) for approximately $160 million on July 10, 2022. As per the terms of the transaction, Innoviva shall acquire La Jolla at $5.95 per share and an incremental $0.28 per share for additional cash proceeds received in connection with the divestiture of a non-core asset; making the offer price per share of $6.23, with an implied enterprise value of approximately $149 million. On closing, La Jolla will become a wholly owned subsidiary of Innoviva, and shares of La JollaÆs common stock will no longer be listed on any public market.

Assuming the minimum tender condition is met, any shares not tendered in the tender offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. Under the terms of the merger agreement, Innoviva, through a wholly owned subsidiary, shall commence a tender offer on or before July 25, 2022. La Jolla Pharmaceutical shall pay a termination fee of $7.2 million to Innoviva.

The deal is subject to customary closing conditions, including that the number of shares of Common Stock validly tendered and not validly withdrawn, together with any shares of Common Stock beneficially owned by the Parent or any subsidiary of the Parent, equals at least one share more than 50% of all shares of Common Stock then outstanding, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 have expired or been terminated and other customary conditions. The transaction was unanimously approved by the La Jolla and Innoviva boards of directors and is expected to close within 30 business days. As of August 15, 2022, the tender offer commenced on July 25, 2022 and will expire on August 19, 2022.

The transaction is expected to close later in the third quarter of 2022. Cowen and Company, LLC is acting as financial advisor and fairness opinion provider to La Jolla and Ryan A. Murr and Branden C. Berns of Gibson, Dunn & Crutcher LLP is acting as its legal advisor. Moelis & Company LLC is acting as financial advisor to Innoviva and Jared Fertman and Russell Leaf of Willkie Farr & Gallagher LLP is acting as legal advisor to Innoviva.

Michael Dorf of Shearman & Sterling LLP acted as legal advisor to Cowen and Company, LLC in the transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent and depository bank and D.F. King & Co., Inc. acted as information agent to La Jolla.