Endo International has delivered a proposal to acquire all outstanding shares of Auxilium Pharmaceuticals, a move that would give Auxilium shareholders immediate cash value and help accelerate Endo’s ambitions to grow its branded pharmaceutical business.

The announcement comes a few days after Auxilium announced plans to lay off up to 190 people disappointing sales of its flagship testosterone replacement therapy drug.

Endo on Tuesday proposed a per share consideration of $28.10 in a cash and stock transaction valued at $2.2 billion. The consideration would include an approximately equal mix of cash and Endo stock.  Endo intends to fund the transaction through a combination of existing cash on hand and debt financing.

Rajiv De Silva, Endo’s president and CEO, said the deal would give Auxilium shareholders not only cash value, but the opportunity to participate in the upside potential of a leading global specialty healthcare company.

“In light of the highly complementary nature of our two companies’ commercial portfolios, the growth potential of Auxilium’s Xiaflex® and the significant synergy opportunities, we believe this compelling strategic combination would result in and create benefits for both Endo and Auxilium shareholders, as well as for patients, customers and employees,” De Silva said.

De Silva, called the deal “an exciting transition” that would maximize the value of Auxilium’s 12 FDA-approved products in urology, orthopedic and other areas.  He said these are a natural complement to the men’s health and pain products in Endo’s pharmaceuticals portfolio.

Endo wants to drive increased adoption and enhance the performance of Auxilium’s Xiaflex®, accelerate development of the product in potential new indications and optimize the broader portfolio of Auxilium products. De Silva said the combined company will be well positioned to drive organic growth and to capitalize on additional future strategic merger and acquisition opportunities.

These synergies would be in addition to the $75 million reduction in annual operating expenses announced by Auxilium on Sept. 9 as part of its new corporate restructuring initiative.  Endo says the combined firm would continue to have a strong financial profile with a solid balance sheet, enhanced cash flow and improved financial flexibility.

Citi is financial advisor to Endo, and Sullivan & Cromwell LLP is legal advisor.