On March 4, the board of Nightstar Therapeutics (NITE) and Biogen Switzerland Holdings, a subsidiary of Biogen (BIIB), announced that they had reached agreement on the terms of a recommended acquisition whereby the entire issued and to be issued share capital of Nightstar will be acquired by Tungsten Bidco, a subsidiary of Biogen Switzerland. The acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 and is subject to the terms and conditions set out in the scheme document relating to the acquisition. Nightstar announced that the scheme document is being sent, or made available, to Nightstar Shareholders immediately. The scheme document contains, amongst other things, a letter from the chairman of Nightstar, the full terms and conditions of the scheme and the acquisition, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events and details of the actions to be taken by Nightstar shareholders, together with the forms of proxy for the court meeting and the general meeting. Completion of the acquisition also remains conditional on the satisfaction or waiver of the other conditions set out in the scheme document and the approval of the court. The acquisition is expected to become effective during the middle of the year.
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