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Published on 7/14/2009 in the Prospect News Special Situations Daily.

Noven Pharmaceuticals to sell to Hisamitsu for $428 million in cash

New York, July 14 - Noven Pharmaceuticals, Inc. said it has agreed to be acquired by Hisamitsu Pharmaceutical Co., Inc. for $428 million in cash.

The Saga, Japan-based company will pay $16.50 per share in cash. The price is a 22% premium to Noven's closing stock price on July 13 and a 43% premium to Noven's average closing price for the past 90 days, the two companies said in an announcement.

Noven, headquartered in Miami, is expected to continue as a stand-alone business unit.

"The proposed acquisition by Hisamitsu - a company Noven has come to know, respect and trust over the course of several years - provides substantial value to Noven shareholders, while positioning Noven as the U.S. growth platform of a global company with significant resources and a vision aligned with our own," said Peter Brandt, Noven president and chief executive officer, in a news release.

"It brings together two industry leaders in complementary geographic markets that share a joint commitment to the development, manufacture and commercialization of transdermal and other therapies."

For Hisamitsu, the transaction brings an increased U.S. presence and the opportunity to build on Noven's "impressive capabilities in transdermal drug development, clinical/regulatory affairs, manufacturing, and product commercialization."

Hisamitsu plans to launch a cash tender offer for Noven on July 28 that will run for 20 business days.

Both boards have approved the merger.

Completion is subject to conditions, including the receipt of regulatory approvals.

Hisamitsu currently owns 1.24 million Noven shares, 4.9% of the total outstanding.


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