Roche and Memory Pharmaceuticals inked a definitive merger agreement whereby Roche will acquire all the outstanding shares of Memory Pharmaceuticals in an all-cash transaction for an aggregate price of approximately $50 million.
Under the terms of the merger agreement, Roche will commence a tender offer for all Memory’s common stock at a price of $0.61 per share in cash. This price represents a 319% premium to the closing price yesterday.
Memory Pharmaceuticals develops drug candidates for the treatment of central nervous system disorders such as Alzheimer's disease and schizophrenia. Memory Pharmaceuticals' nicotinic alpha-7 agonist drug candidates in these disease areas are already in partnered programs with Roche: R3487/MEM 3454 is in Phase II clinical trials for Alzheimer's disease and schizophrenia; R4996/MEM 63908 is in Phase I for Alzheimer's disease.
"Acquiring Memory Pharmaceuticals will enable Roche to secure the future development of its promising nicotinic alpha-7 agonists," said William Burns, CEO Division Roche Pharmaceuticals. "The innovative work carried out by the scientists at Memory Pharmaceuticals will be fully integrated into Roche's R&D portfolio."