aibioHalozyme signs merger agreement to acquire Elektrofi for $750 million in cash upfront
Tickers HALO
Halozyme could also owe up to three $50 million milestone payments tied to product regulatory approvals. Closing requires the Hart-Scott-Rodino waiting period to expire or end, and a $36 million reverse termination fee applies in certain cases.
Key facts
- Company
- Halozyme Therapeutics, Inc. (NASDAQ: HALO)
- News type
- Mergers
- Primary source
- HALOZYME THERAPEUTICS, INC. Form 8-K filed October 3, 2025 (SEC EDGAR)
Halozyme Therapeutics, Inc. (Nasdaq: HALO) agreed on September 30, 2025 to acquire Elektrofi, Inc. under an Agreement and Plan of Merger. The deal runs through Erraid Merger Sub Inc., a Halozyme subsidiary that will merge into Elektrofi. The company disclosed the agreement in a Form 8-K filed October 3, 2025 under Item 1.01. Nicole LaBrosse, its senior vice president and chief financial officer, signed the filing.
Halozyme will pay aggregate upfront consideration of $750 million in cash. The amount is subject to adjustments for Elektrofi's debt, cash, transaction expenses and net working capital. It also agreed to pay up to three milestone payments of $50 million each, contingent on three separate product regulatory approvals.
What the price does not show
Some of Elektrofi's employee stock options will be assumed by Halozyme and converted into options on Halozyme common stock. The 8-K says that reduces the cash portion of the consideration. It does not say how many options are involved or how much cash the change saves.
The filings do not describe Elektrofi's products, technology or revenue, and they do not name the products tied to the milestones. Halozyme is therefore committing $750 million in cash, plus the milestones, to a business whose assets the filing does not describe.
Approvals and closing
The agreement was approved by the boards of Halozyme, Elektrofi and the merger subsidiary. After signing, holders of a majority of Elektrofi's common stock and a majority of its preferred stock must deliver an irrevocable written consent approving the merger and waiving appraisal rights under Delaware law. Shareholder Representative Services LLC, a Colorado company, signs solely as the securityholders' representative.
Closing is subject to customary conditions, including the expiration or termination of the Hart-Scott-Rodino waiting period. The merger agreement also includes representations, warranties and covenants that limit how Elektrofi runs its business until closing or termination.
Either party may terminate the agreement if the merger has not closed within 12 months, subject to a six-month extension in certain circumstances. If the agreement ends under certain circumstances, Halozyme must pay Elektrofi a reverse termination fee of $36 million in cash.
The advisers
The agreement's broker-fee representation names Bank of America as the only investment banker or intermediary on Halozyme's side that may be entitled to a fee. Halozyme alone bears Bank of America's fees and expenses. The 8-K and exhibit name no other financial adviser or law firm for either side.
Debt and the ENHANZE business
The annual report for 2024, filed February 18, 2025, says Halozyme's consolidated indebtedness was $1,505.8 million at December 31, 2024. That includes $805.0 million of 2027 convertible notes and $720.0 million of 2028 convertible notes. The report also describes a 2022 credit agreement with financial covenants, and it says lenders could accelerate the debt after a default.
The same report ties much of the business to the rHuPH20 enzyme and its ENHANZE collaborations. It warns that any adverse development for the enzyme could substantially affect those collaborations and revenue, as well as the company's proprietary programs.
The 8-K does not say how the $750 million will be funded, whether from existing cash, borrowing or new debt. Against that $750 million, the company already carried $805.0 million of 2027 convertible notes and $720.0 million of 2028 convertible notes at the end of 2024.