In Philly-area pharma bidding war, Teva offers more than Endo for NuPathe

A local pharmaceutical company bidding war has erupted, with Teva Pharmaceutical Industries trying to trump a December offer by Endo Health Solutions to buy NuPathe, Inc.

Endo offered $105 million upfront in December. Teva offered $149 million upfront on Monday.

Teva, like Endo, is slightly desperate to find ways to generate cash right away to satisfy stockholders and Wall Street.

But neither is as desperate as NuPathe, Inc., which is close to turning out the lights.

All three are local companies or are headquartered elsewhere with a big local presence. Teva is based in Israel, but has its Americas headquarters in North Wales and several other area facilities. Endo is headquartered in Malvern, as is NuPathe.

NuPathe has one product that might bring quick cash, Zecuity, a migraine medicine is delivered through a patch.

NuPathe said in several 2012 filings with the Securities and Exchange Commission and in conference calls with financial analysts that it was seeking a buyer, while cutting costs and delaying the launch of Zecuity long enough to keep functioning.

On Dec. 23, Endo offered $105 million, with provisions for paying more if the drug met regulatory and sales milestones. A link to the Inquirer story on that tentative agreement is here. (The code to register free is D36B.)

On Monday, Teva offered at least $149 million, with similar provisions for future payments, according to NuPathe's Wednesday filing with the SEC. A link to the SEC filing is here.

NuPathe CEO Armando Anido and the NuPathe board had approved the Endo offer before the December announcement and said in a statement that it was good for stockholders. While he didn't retreat from that in Wednesday's SEC filing, he did say the offer from Teva was good enough that the NuPathe board had a fiduciary responsibility to consider it. Anido also said that Teva, like Endo, is prepared to loan NuPathe money to cover "ongoing operations," pending the close of a merger agreement and that Teva would pay the termination fee involved in the Endo agreement.

Endo's first payment was based on a stock price of $2.85 per share. Teva's first payment is based on a stock price of $3.65 per share.

"Teva Pharmaceutical Industries Ltd. confirms that it has made an offer to acquire NuPathe Inc., a U.S. publicly traded company for an upfront payment of $3.65 per share, or approximately $149 million, and additional payments of up to $ 3.15 per share if specified net sales of NuPathe’s migraine treatment, Zecuity, are achieved over time," Teva said in a statement. "It is Teva’s policy not to comment on proposed transactions or ongoing negotiations. Unless required by law, Teva does not intend to provide further information concerning any discussions with NuPathe unless and until an agreement is executed."

An Endo spokesman declined to comment.