Eagle Pharmaceuticals is to acquire Acacia Pharma Group by way of a scheme of arrangement for €94.7m, or €0.90 per share.
The entire issued and to be issued share capital of Acacia will be transferred to Eagle.
The cash consideration payable by Eagle under the terms of the transaction would be approximately €71.6m, financed by existing cash resources of Eagle. The remaining approximately €23.2m consideration payable by Eagle is expected to be paid in shares of Eagle common stock.
The terms of the proposed transaction also provide for Eagle to guarantee approximately €25.0 million of debt within Acacia.
The proposed transaction has been approved by the boards of directors of both companies and is expected to close in late Q2 2022, subject to approval by Acacia’s shareholders and the sanction of the High Court of England and Wales and customary closing conditions for transactions of this type.
The proposed transaction is expected to provide Eagle with two currently marketed, acute care, hospital products:
- BARHEMSYS® is the first and only antiemetic approved by the FDA for rescue treatment of postoperative nausea and vomiting (PONV) despite prophylaxis. Eagle currently calls on healthcare providers and institutions representing over 70% of the expected BARHEMSYS addressable market opportunity.
- BARHEMSYS is also approved for the treatment of PONV in patients who have not received prophylaxis and for the prevention of PONV. The total estimated annual U.S. addressable market for prophylaxis and rescue is $2.7 billion, and
- BYFAVO® is indicated for the induction and maintenance of procedural sedation in adults undergoing procedures lasting 30 minutes or less, with an estimated total addressable market in procedural sedation of more than $0.4 billion per year in the U.S.
Scott Tarriff, President and Chief Executive Officer of Eagle Pharmaceuticals, said: “We are delighted to announce that we have agreed to terms for the proposed acquisition of Acacia Pharma. This will be a very important acquisition for us, both financially and strategically.
“In recent years, the pharmaceutical industry has witnessed slower uptake of new products and longer ramp periods. In the face of further challenges brought about by the COVID-19 pandemic, many smaller underfunded companies experienced significant hurdles launching products.
“We therefore believe that Eagle is well suited to drive uptake of these two new products, building from Acacia Pharma’s established foundation since its launch, through our experienced and specialized hospital-based sales organization with minimal additional infrastructure.
“We have been extremely disciplined in managing our balance sheet over the years, and we believe that the proposed acquisition is a wise use of the cash we have generated. With these two products, together with landiolol, which is on track for an NDA submission to the FDA in May of this year, Eagle will potentially have three NCEs going into their launch phase.
“We believe these efforts will strengthen our leadership position in the hospital and oncology space and establish a strong foundation for sustainable long-term growth and bring value to our shareholders.”
Michael Moran, Executive Vice President and Chief Commercial Officer of Eagle Pharmaceuticals, said: “We believe that BARHEMSYS and BYFAVO address unmet clinical needs and are nearing usage inflection points, with strong formulary acceptance, and that with our longstanding relationships in the hospital space, we can accelerate uptake and capture the commercial potential of these assets.
“In doing so, we strive to impact and improve the care of patients undergoing medical treatments such as surgery and invasive procedures. Additionally, their value to anesthesia providers, who are key users, is important, facilitating precision medicine for patients. We see our sales infrastructure as a strategic asset, and as we add to our commercial product portfolio going forward, we plan to expand the size of our salesforce over the next two years.”
