Shortly after paying $75 million up front for Corstasis Therapeutics and its congestive heart failure edema treatment Enbumyst, Esperion Therapeutics itself was acquired by healthcare investment firm Archimed and taken private.
On Friday, the companies announced that Archimed will pay $3.16 per share for Esperion at the close of trading on May 1. In addition, CVR mitigation could include contingent milestone payments tied to future sales performance for Esperion’s Nexletol, Nexlizet and Enbumyst, which could reach up to $100 million.
Overall, the deal could be worth up to $1.1 billion, assuming these commercial milestones are achieved, the companies said in a release. The advance payment from Archimed represents a 58% premium over Esperion’s closing stock price on April 30th.
“This transaction marks an exciting new chapter for Esperion, our employees, and the patients and healthcare professionals we serve,” Esperion CEO Sheldon Koenig said in a statement. He added that the acquisition “offers attractive and immediate upfront value to our shareholders at an attractive premium, while also securing the opportunity to participate in further earnings growth through contingent milestone payments associated with future growth of our core cardiometabolic products.”
Archimed and Esperion have broken the sales standards that the latter’s drugs must meet to maximize the value of the deal.
The $40 million conditional payment is related to sales of cholesterol-lowering drugs Nestletol and Nexlisette exceeding $350 million in 2027, according to a release from the companies. If those sales exceed $300 million but do not meet the $350 million threshold, Archimed promises to reduce payments “as determined by a linear interpretation” of the drug’s effectiveness.
Meanwhile, Esperion shareholders could receive an additional $60 million from the CVR framework if sales of Embumist, a nasal spray for the treatment of edema associated with congestive heart failure, which Esperion acquired through its acquisition of Colstasis exceeds $160 million in a single calendar year ending in 2030.
The Archimed acquisition is expected to close in the third quarter. If the deal goes through, Esperion will become a privately held company and be delisted from Nasdaq.
Esperion is no stranger to acquisitions, having been acquired by Pfizer in 2004 after helping develop the cholesterol drug Lipitor. But four years later, during a restructuring, Pfizer returned the company and its assets to its original founders. Esperion then went public in 2013.
There is no doubt that Esperion’s commercial portfolio became a bigger attraction for Archimed after the Michigan-based company announced in early March that it would acquire Corstasis and its Enbumyst. Approved in September, the nasal spray is a loop diuretic that reduces edema associated with congestive heart failure, chronic kidney disease, and liver disease.
At the time, Esperion said it believed Enbumyst had a potential $4.6 billion opportunity in the U.S. alone.
