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Osiris Therapeutics to be acquired for $660 M or +$19 per share by Smith & Nephew

March 12, 2019 10:12am

OSIR is up +$0.14 or +0.74% to $19.02 having closed at $18.88

This offer represents a 37% premium to its 90-day volume-weighted average stock price

Smith and Nephew will pay Osiris shareholders $19 in cash for each share they hold.

Completion of the transaction is expected in the second quarter of 2019, pending the successful completion of the tender offer and all other closing conditions. OSIR’s employees are expected to join Smith & Nephew on completion. Until that time, Osiris will continue to operate as a separate and independent company.

Cantor Fitzgerald & Co. rendered a fairness opinion to the Board of Directors of Osiris in connection with the transaction. Hogan Lovells US LLP is acting as legal counsel for Osiris.

Under the terms of the agreement and plan of merger, Smith & Nephew has formed an acquisition subsidiary, Papyrus Acquisition Corp. (“Purchaser”), that will commence a tender offer no later than April 2, 2019 to purchase all outstanding shares of Osiris for $19.00 per share in cash, and Osiris will file a recommendation statement containing the unanimous recommendation of the Osiris Board that Osiris stockholders tender their shares to Smith & Nephew.

Following the completion of the tender offer, Smith & Nephew expects to promptly consummate a merger of Purchaser and Osiris in which shares of Osiris that have not been purchased in the tender offer will be converted into the right to receive the same cash price per share as paid in the tender offer.

It has beeen a long road to rehabilitation for OSIR ... is is an escape for the Swiss major shareholders

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