Teva Pharmaceutical Industries Limited (NYSE:TEVA) made an unsolicited offer to acquire NuPathe, Inc. (NasdaqGM:PATH) from a group of investors for approximately $130 million on January 6, 2014. As of January 17, 2014, Teva and NuPathe signed an agreement. Group of investors include Birchmere Ventures, Hercules Technology Growth Capital, Inc., Bay City Capital LLC, Quaker BioVentures, Innovation Valley Partners, Battelle Ventures, SR One, MidCap Funding III, LLC, Safeguard Delaware, Inc., Innovation Valley Partners, L.P., Quaker BioVentures Fund II, L.P and Safeguard Scientifics, Inc. In the proposal, Teva has agreed to pay NuPathe $3.65 per share and an earnout of $3.15 per share for Nupathe's share, options, warrants and restricted stock units. NuPathe will pay Teva a termination fee equal to $2.5 million in case of termination.

Teva Pharmaceutical has agreed to commence a tender offer for NuPathe. The offer will expire on the 20th business day following the commencement date. The deal is subject to minimum of the majority of outstanding shares having been tendered into the offer and the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act. The transaction has been unanimously approved by the Board of NuPathe and Teva. As of January 21, 2014, NuPathe, Inc. terminated its agreement with Endo Health Solutions and paid a termination fee of $5 million for the same. MTS Securities, LLC acted as financial advisor and fairness opinion provider to NuPathe. Michael N. Peterson of Morgan, Lewis & Bockius LLP acted as legal advisor to NuPathe. David Fox, Jeffrey Symons, David Feirstein, Laura Sullivan, Meghan McKeever, Judson Oswald, Ian Connor and Ellen Jakovic of Kirkland & Ellis LLP and Alan Bogdanow and Chris Schmit of Vinson & Elkins LLP acted as legal advisors to Teva. Richards, Layton & Finger acted as legal advisor for NuPathe. American Stock Transfer & Trust Company acted as the depositary and D.F. King & Co., Inc. acted as the information agent for Teva. Teva. American Stock Transfer & Trust Company acted as the paying agent to NuPathe. NuPathe paid MTS a fee of $125,000 upon rendering its opinion. Upon completion of a merger, Teva, as the successor in interest NuPathe, will pay an initial transaction success fee equal to 1.25% of the aggregate upfront value of the transaction. In the event that any contingent cash consideration payments are made, Teva as the successor in interest to NuPathe, will be required to pay MTS 1.25% of any contingent cash consideration payments until the aggregate value of the transaction reaches $300 million and 2.25% of any contingent cash consideration payments once the aggregate value of the transaction exceeds $300 million.