Sun Pharmaceutical’s tender offer for InSite ends; to directly acquire shares

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New Delhi | October 28, 2015 10:07 PM

Sun Pharmaceutical Industries today said its arm Thea Acquisition Corp plans to exercise a 'top up option' to purchase shares directly from eyecare firm InSite Vision to hold 90 per cent stake in the US-based company to complete a merger, after failing to get required number of shares via a tender offer.

Sun pharmaShares of Sun Pharma today ended at Rs 901 apiece on the BSE, down 0.49 per cent from previous close. (Reuters)

Sun Pharmaceutical Industries today said its arm Thea Acquisition Corp plans to exercise a ‘top up option’ to purchase shares directly from eyecare firm InSite Vision to hold 90 per cent stake in the US-based company to complete a merger, after failing to get required number of shares via a tender offer.

As of the expiration of the tender offer on midnight yesterday, 104,216,642 shares of common stock of InSite had been tendered into and not properly withdrawn from the tender offer, Sun Pharma said in a statement.

“These shares represent approximately 79 per cent of InSite’s currently outstanding shares of common stock and approximately 68 per cent of InSite’s outstanding shares of common stock on a fully diluted basis,” it added.

Thea Acquisition Corp, an indirect wholly-owned subsidiary of Sun Pharma, “now intends to exercise its option under the merger agreement–the top-up option, to purchase directly from InSite an additional number of shares sufficient to give it ownership of one share more than 90 per cent of InSite’s outstanding shares of common stock”, it said.

“Sun Pharma then intends to cause Thea to effect a ‘short-form’ merger under Delaware law as promptly as practicable following the exercise of the top-up option, without the need for a meeting of InSite stockholders,” the company added.

Last month, Sun Pharma had entered into a pact with InSite Vision to acquire the eyecare firm for around USD 48 million plus related debt and other transaction costs to strengthen its branded ophthalmic portfolio in the US.

Sun Pharma said after the merger, InSite would be an indirect wholly owned subsidiary of Sun Pharma and InSite will no longer have reporting obligations under the Securities Exchange Act of 1934, as amended.

Shares of Sun Pharma today ended at Rs 901 apiece on the BSE, down 0.49 per cent from previous close.

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