Eagle Pharmaceuticals, Inc. reported that it had achieved an agreement with Acacia Pharma Group plc on the parameters of a plan of arrangement under Part 26 of the United Kingdom's Companies Act 2006.
Acacia Pharma's current issued and to be issued, share capital is valued at approximately €94,700,000, or the equivalent of €0.90 per share, under the terms of the proposed transaction. Each Acacia Pharma shareholder would get €0.68 in cash and 0.0049 shares of Eagle common stock in exchange for each Acacia Pharma share owned. Eagle will additionally guarantee about €25.0 million of debt within the Acacia Pharma group under the proposed acquisition terms. In conjunction with the proposed transaction, the Company and Acacia Pharma entered into a collaboration agreement on March 27, 2022, and (ii) certain shareholders and directors of Acacia gave irrevocable undertakings to the Company and Acacia.
The proposed deal has been authorized by the boards of directors of both businesses. It is scheduled to complete in late Q2 2022, subject to shareholder approval, approval by the High Court of England and Wales, and satisfaction of standard closing conditions for transactions of this kind. There is no guarantee that the proposed transaction will be completed on the given terms, on the anticipated schedule, or at all.
The proposed transaction is expected to provide Eagle with two currently marketed acute care hospital products with the potential to disrupt the marketplace:
• BARHEMSYS® is the first and only antiemetic authorized by the Food and Drug Administration (FDA) for the rescue treatment of postoperative nausea and vomiting (PONV) in the absence of prophylaxis. Eagle is now targeting healthcare providers and institutions, which account for more than 70% of the anticipated addressable market potential for BARHEMSYS.
• BARHEMSYS is also licensed for the treatment and prevention of PONV in patients who have not received prophylaxis. The projected yearly addressable market for prophylaxis and rescue in the United States is $2.7 billion.
• BYFAVO® is authorized for the induction and maintenance of procedural sedation in adults having operations lasting 30 minutes or less, with a total addressable market for procedural sedation in the United States estimated at more than $0.4 billion per year.
“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,”
President and Chief Executive Officer of Eagle Pharmaceuticals, Scott Tarriff
“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,” concluded Tarriff.
“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,” stated Executive Vice President and Chief Commercial Officer of Eagle Pharmaceuticals, Michael Moran.