Abraxis BioScience Announces Plan to Separate Into Two Independent Public Companies
July 2nd, 2007 Leave a comment Visited 27 times, 1 so far today
Abraxis BioScience Announces Plan to Separate Into Two Independent Public Companies
Abraxis BioScience, Inc. (NASDAQ:ABBI) today announced its intention to separate the company’s hospital-based product business — Abraxis Pharmaceutical Products (APP) — from its proprietary product business — Abraxis Oncology and Abraxis Research (the new Abraxis BioScience) — in a transaction that will result in two independent, highly focused public companies. The transaction would enable each company to deliver on their strategic visions and compete more effectively in their specialized marketplaces with their differing capital requirements and business mandates. The transaction is subject to obtaining a ruling from the Internal Revenue Service that the separation will be tax-free to Abraxis BioScience and its shareholders.
Following the separation of the businesses, each current shareholder will own one share of Abraxis Pharmaceutical Products, which is expected to be known as APP, Inc., and one share of the new Abraxis BioScience, for each share previously held. It is currently expected that APP will be traded on the NASDAQ Global Market under the ticker symbol “APPX” and the new Abraxis BioScience, as a new publicly traded company, will be traded on the NASDAQ Global Market under the company’s current ticker symbol “ABBI.”
Abraxis has received commitments for $1.45 billion of senior credit facilities comprised of a funded $1.3 billion term loan and an unfunded $150 million revolving credit facility. The funded financing is anticipated to represent approximately 4.8 to 5.2x of APP’s estimated adjusted EBITDA for the previous four quarters prior to the close. APP will be responsible for servicing the debt following the separation. A portion of the proceeds raised through the debt financing will be used to repay the current company’s existing indebtedness and approximately $1.0 billion will be transferred to the new Abraxis BioScience immediately prior to the separation. The consolidated adjusted EBITDA as set forth in the table attached for the current Abraxis BioScience was $250.6 million for the fiscal year ended 2006.
Detailed information about the separation of the businesses will be provided when the company files a Form 10 registration statement for the new Abraxis BioScience, which is expected to be filed in the third quarter of 2007.
Patrick Soon-Shiong, M.D., chairman and chief executive officer of Abraxis BioScience, stated, “Strategic initiatives executed over the past few years, including the acquisition of global rights to ABRAXANE and the nab technology platform, the acquisition of the AstraZeneca anesthesia/analgesic portfolio and the acquisition of the Pfizer manufacturing facility in Puerto Rico, have accelerated the growth of two robust businesses with more than 1,900 employees and combined revenues that are expected to approach $1 billion by the end of 2007.
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