Biogen Inc. (NasdaqGS:BIIB) entered into a definitive agreement to acquire Reata Pharmaceuticals, Inc. (NasdaqGM:RETA) from a group of shareholders for approximately $6.8 billion on July 28, 2023. Biogen has agreed to acquire Reata for $172.50 per share in cash. The acquisition of Reata is expected to be slightly dilutive to Biogen?s Non-GAAP diluted Earnings Per Share (EPS) in 2023, roughly neutral in 2024, and significantly accretive beginning in 2025, inclusive of associated transaction costs. Biogen expects to finance the acquisition with cash on hand, supplemented by the issuance of term debt. JPMorgan Chase Bank, N.A. has committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $1.5 billion to fund the transaction. In case of termination of the transaction under certain circumstances, Reata will be required to pay Biogen a termination fee equal to $264 million. In case of termination of the transaction under certain circumstances, Biogen will be required to pay Reata a termination fee equal to $301 million. Daniel R. Kay and Michael R. Isby of Simpson Thacher & Bartlett LLP acted as legal advisor to JPMorgan Chase Bank, N.A. As of September 21, 2023, shareholders of Reata Pharmaceuticals, Inc. approved the merger. The transaction is expected to close on September 26, 2023.

The transaction is subject to customary closing conditions, including approval by Reata stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act of 1976, and the receipt of necessary regulatory approvals. Biogen has entered into voting and support agreements with certain stockholders of Reata representing approximately 36% of the voting power of Reata?s common stock. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Merger expired at 11:59 p.m. Eastern Time on September 11, 2023. The transaction, which was unanimously approved by the boards of directors of both companies, is currently anticipated to close in the fourth quarter of 2023. Biogen expects this acquisition to be accounted for as a business combination. Lazard acted as financial advisor to Biogen in this transaction and Faiza Saeed; Mark Greene; Aaron Gruber and Bethany Pfalzgraf of Cravath, Swaine & Moore acted as its legal advisor. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to to Reata and Lande Spottswood, David Peck, Shane Tucker, Sean Becker, Kara Kuritz, Rick Sofield, Sarah Mitchell, Hill Wellford, Brian Russell, Robert Kimball and Katherine Frank of Vinson & Elkins acted as its legal advisor. Christopher M Barlow and Paul Schnell of Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs & Co. LLC as financial advisor to Reata Pharmaceuticals, Inc. D.F. King & Co., Inc. acted as proxy solicitor to Reata, and will receive a fee of $20,000 for its services. Reata has agreed to pay Goldman Sachs a transaction fee of approximately $77 million, all of which is contingent upon consummation of the merger. Equiniti Trust Company LLC acted as transfer agent to Reata.

Biogen Inc. (NasdaqGS:BIIB) acquired Reata Pharmaceuticals, Inc. (NasdaqGM:RETA) on September 26, 2023. The acquisition of Reata is expected to be slightly dilutive to Biogen?s Non-GAAP diluted Earnings Per Share (EPS) in 2023, roughly neutral in 2024, and significantly accretive beginning in 2025, inclusive of associated transaction costs. As a result of the transaction closing, Reata?s Class A common stock will no longer be listed for trading on the Nasdaq Global Market.