AGRX - Agile Therapeutics Inc. Announces Definitive Merger Agreement with Insud Pharma S.L. | Benzinga
Agile Therapeutics will combine with Insud Pharma's US Subsidiary, Exeltis, expanding an already significant Women's Health/contraceptive portfolio
Agile Therapeutics Common Shareholders expected to receive $1.52 per share of common stock – approximately a 356% premium to the closing share price on June 25, 2024
Definitive Merger Agreement is subject to Agile Shareholder Approval. Agile Board is recommending shareholder approval of the Definitive Merger Agreement
PRINCETON, N.J., June 26, 2024 (GLOBE NEWSWIRE) -- Agile Therapeutics, Inc. ("Agile") (OTCQB:AGRX), a women's healthcare company, today announced that it has entered into a definitive merger agreement ("Merger Agreement") with Insud Pharma, S.L. ("Insud") a global pharmaceutical group based in Spain with a 45 year track record and a presence in over 50 countries, pursuant to which Insud, through its US subsidiary, Exeltis Project, Inc. ("Exeltis"), will acquire Agile for $1.52 per share in cash net of assumed liabilities and estimated transaction costs for an approximate total enterprise value of $45 million.
"We started Agile with the goal of improving women's health through innovative, clinically differentiated products for women," said Agile Chairperson and Chief Executive Officer Al Altomari. "We are proud of what we have been able to accomplish with our small, dedicated team: gaining approval of Twirla, the only low dose combined hormonal contraceptive patch, and developing a targeted commercial platform that allowed us to accelerate the growth of Twirla while reducing and managing our operating expenses. Now, we are excited about the future of Twirla in the hands of Exeltis, Insud's US subsidiary, which we believe has the organization and resources to build on the growth momentum we have created. We believe this is the right path for Agile, provides a substantial premium to our current stock price, and a good development for women's health."
On June 25, 2024, Agile also entered into a cash-out acknowledgment and cancellation agreement (the "Warrant Cash-Out Agreement") with the holders of not less than ninety-five percent (95%) of the Company's outstanding common stock warrants, also conditioned on closing of the merger. As a condition to entering into the Merger Agreement, Agile has also entered into a third amendment of its Manufacturing and Commercialization Agreement with Corium Innovations, Inc. ("Corium") ("Amendment No. 3") on commercial terms reasonably acceptable to Insud and conditioned on the closing of the merger.
As part of the merger consideration for Agile, Insud has agreed to make available a line of credit of up to $8,000,000, (the "Bridge Loan") secured by the Company's intellectual property. The initial amount to be advanced under the Bridge Loan will be used primarily to pay for the purchase of inventory.
The Board of Directors of Agile has unanimously approved the transaction. The transaction is expected to close in the third quarter of 2024, subject to completion of Agile's obligations to Corium under Amendment No. 3 and other customary closing conditions, including approval by Agile's stockholders. Upon completion of the transaction, Agile will no longer be listed on any public market.
Advisors
H.C. Wainwright & Co. acted as exclusive financial advisor to Agile Therapeutics, Inc., in this transaction and Morgan, Lewis & Bockius LLP acted as its legal advisor. Loeb & Loeb LLP and RC Law LLP acted as legal advisors to Insud Pharma, S.L. and Exeltis USA, Inc.
About Agile Therapeutics, Inc.
Agile Therapeutics is a women's healthcare company dedicated to fulfilling the unmet health needs of today's women. Our product and product candidates are designed to provide women with ...