Transaction will allow Piramal to step into the U.S. anesthetic market.

Piramal Healthcare is offering to take over Minrad to gain entrance into the U.S. anesthetic market. Total consideration for the merger and acquisition of the notes in cash plus the assumption of debt will be approximately $40 million.

If the merger is completed, stockholders of Minrad will receive $0.12 per share in cash. Minrad’s stock soared 66% to open today’s trading at $0.10. Piramal also agreed to acquire Minrad’s 8% senior secured convertible notes.

Certain Minrad shareholders, holding approximately 20% of its outstanding common stock, agreed to vote for approval of the merger with Piramal. The transaction is expected to close in the first quarter of 2009. Minrad will merge with a newly incorporated wholly owned subsidiary of Piramal. The merger is anticipated to be accretive to earnings for the fiscal year ending March 31, 2010.

Concurrently with the signing of the merger agreement, Piramal provided Minrad with a senior secured loan of $12 million for operations during the period preceding the closing of the merger.

The combination will give Piramal access to intellectual property (IP) for the manufacture of inhalation anesthetics, including process-based IP for both sevoflurane and desflurane. It will thus provide Piramal an immediate entry into the U.S. market for sevoflurane.

The merged company will have a marketing and sales network across 108 countries with 178 distributors, capable of supplying anesthetic products to supply chain vendors and end users including hospitals, pain-management clinics, veterinary hospitals, university research centers, and medical industrial users.

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