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AstraZeneca announced the completion of a tender offer for all of the outstanding ZS Pharma shares.
AstraZeneca announced on Dec. 17, 2015 the completion of the tender offer for all of the outstanding shares of ZS Pharma and the subsequent acquisition of ZS Pharma as announced in November 2015.
The transaction will strengthen AstraZeneca’s cardiovascular and metabolic disease portfolio with the addition of the potassium-binding compound ZS-9 (sodium zirconium cyclosilicate), a treatment for hyperkalaemia, a condition associated with increased mortality in patients with chronic kidney disease, diabetes mellitus, and chronic heart failure. ZS-9 is under regulatory review by FDA with a Prescription Drug User Fee Act goal date of May 26, 2016. An application for a marketing application authorization was submitted to the European Medicines Agency.
The tender offer expired at 00:00 EST on Dec. 16, 2015 and was not extended. As of the expiration of the tender offer, a total of approximately 21,948,939 shares of ZS Pharma common stock were validly tendered and not withdrawn (excluding shares tendered pursuant to notices of guaranteed delivery for which certificates have not been delivered), representing approximately 86.6% of ZS Pharma’s outstanding shares. All shares that were validly tendered and not withdrawn pursuant to the tender offer were accepted for payment.
After the acceptance of shares that were validly tendered and not withdrawn pursuant to the tender offer, AstraZeneca completed its acquisition of ZS Pharma through a merger of one of its subsidiaries with and into ZS Pharma. In connection with the merger, each outstanding share of ZS Pharma that was not accepted for payment in the tender offer (excluding shares held as treasury stock and any shares as to which appraisal rights have been validly exercised under Delaware law) were cancelled and converted into the right to receive $90 per share in cash, without interest and less any required withholding taxes, the same as the tender offer price. Following completion of the merger, ZS Pharma’s shares ceased to be listed on NASDAQ, and ZS Pharma became a wholly owned subsidiary of AstraZeneca.