September 18, 2014

Specialty biopharmaceutical company Auxilium adopts one-year stockholder rights plan. 

On September 17, Willkie client Auxilium Pharmaceuticals, Inc, a specialty biopharmaceutical company, confirmed that it has received an unsolicited, non-binding proposal from Endo International plc to acquire all of the outstanding shares of Auxilium common stock at a price of $28.10 per share in cash and Endo stock, subject to due diligence, financing and other conditions.  Auxilium stated that consistent with its fiduciary duties and in accordance with the existing merger agreement with QLT Inc., the company’s  Board of Directors will carefully review all aspects of the Endo proposal.  The Chesterbook, Pa-based company said “The Board is not withdrawing, modifying, withholding, changing or qualifying its recommendation with respect to its existing merger agreement with QLT Inc., or proposing to do so.”

In addition, in light of the unsolicited proposal from Endo, Auxilium announced that the Board has unanimously adopted a one-year stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of Auxilium's common stock. QLT Inc. consented to the adoption of the plan and related matters in accordance with the terms of the merger agreement.

Auxilium Pharmaceuticals, Inc. is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. Willkie recently represented the company in its $657 million acquisition of Actient Holdings LLC, a private urology specialty therapeutics company.  The current matter is being handled by Adam Turteltaub, Russell Leaf, Tariq Mundiya and Michael Schwartz.