Exhibit 99.1
 | Grupo Ferrer Internacional, S.A. Diagonal 549, 5a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com |
February 15th, 2016
Highly Confidential
Alexza Pharmaceuticals Inc.
2091 Stierlin Court
Mountain View, CA 94043
United States
| Attention: | Ms. Tatjana Naranda |
| Director Business Development & Global Alliance Management |
Ladies and Gentleman:
Over the course of the last several weeks, Grupo Ferrer Internacional, S.A. (“we” or “Ferrer”) has completed a significant amount of due diligence and continues to evaluate a potential acquisition of Alexza Pharmaceuticals, Inc. (“you” or “Alexza”). Over the last several years, we have developed a close working relationship with Alexza and have strong belief in the eventual success of ADASUVE for patients with agitation. As a result of our belief and recent diligence, we are submitting a preliminary, non-binding letter of intent to acquire all outstanding shares of Alexza as outlined below.
This letter does not constitute a binding agreement by Ferrer or any of our affiliates or subsidiaries to consummate any transaction contemplated herein. As discussions advance we may in our sole discretion and without cause withdraw from or terminate discussions or negotiations at any time with no obligation to Alexza, its shareholders or third parties, and will not be under any legal obligation unless and until a definitive written agreements containing terms and conditions mutually agreeable to all parties have been executed and delivered by all parties intended to be bound.
| 1. | [***] |
[***]
| 2. | [***] |
[***]
Portions of this Exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
| R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105, | |
Inscription 1e, N.I.F. A-61738993 |
| Grupo Ferrer Internacional, S.A. Diagonal 549, 5a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com |
| 3. | Structure |
Tender offer or single-step merger for all of the shares followed by a merger of Alexza into a wholly owned subsidiary of Ferrer pursuant to 251(h) of the General Corporation Law of the State of Delaware.
| 4. | Sources of funds |
We have sufficient cash on hand to acquire Alexza in an all-cash transaction.
| 5. | Due diligence requirements |
In order to commit a firm and binding offer, Ferrer will conduct a full due diligence process which includes meetings with the management team and key staff of Alexza Pharmaceuticals as well as access to the comprehensive data room comprising all the documents of the company and its subsidiaries.
The Due Diligence would include, but not be limited to, the following:
| · | Complete financial due diligence, |
| · | Further commercial due diligence, |
| · | Environmental and operational review, |
| · | Assurance that there is proper title to assets and there are no outstanding liens, tax liabilities, operating encumbrances or other items that would impact ongoing operations, |
| · | Relevant diligence around customer base, and intellectual property, |
| · | An understanding of legal and transfer issues required for the transaction, and |
| · | Complete legal & tax due diligence. |
| 6. | Approvals and conditions |
Our offer has undergone significant review and received the support of our senior management team. Final approval will be provided immediately in advance of signing such that internal approval is not a closing condition.
Our indicative offer is based on:
| · | The shares will be transferred free of any lien, encumbrance, security or any other third party right or claim, |
| · | The information provided shows a faithful view of the business, activity, organization, structure and financial position of the Company and its subsidiaries, |
| · | The Transaction will be made assuming a normalized working capital, |
| · | The existing operating facilities (including the laboratories and offices) are in good condition and do not require a material injection of capital or investment in order to maintain current condition. |
| · | Comprehensive knowledge and understanding of any commitments assumed by Alexza in regards of royalties and loan notes. |
| R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105, | |
Inscription 1e, N.I.F. A-61738993 |
| Grupo Ferrer Internacional, S.A. Diagonal 549, 5a planta E-08029 Barcelona Tel. +34 936003700 - Fax +34 933308057 www.ferrer.com |
| 7. | Timing |
Ferrer believes it can conduct this due diligence in a timely manner, with a target of 20 days from acceptance of this non-binding offer. We would be willing to negotiate the terms of the definitive transaction documentation on parallel timeline with the due diligence investigation.
| 8. | Additional Information |
This letter and the terms herein are confidential and should not be disclosed to anyone other than the shareholders, the management team and its respective advisors.
| 9. | Contact Information |
Please contact:
Antoni Villaró via email at avillaro@ferrer.com or telephone at (34)936003787 or (34)618234445
or
Juan Fanés via email at jfanes@ferrer.com or telephone at (34)936003717 or (34)606337891
We believe that this proposal represents a compelling proposition for Alexza and its stockholders and believe a mutually advantageous transaction can be negotiated and executed expeditiously. We look forward to working with you to pursue this opportunity for both of our companies.
Sincerely,
/s/ Juan Fanés Trillo
Juan Fanés Trillo
C.F.O.
Grupo Ferrer Internacional, S.A.
Accepted by Alexza Pharmaceuticals, Inc:
/s/ Thomas B. King
17 February 2016
| R.M.B. 06.10.98, Tomo 31.026, Folio 39, Hoja n° B-184105, | |
Inscription 1e, N.I.F. A-61738993 |