ANIP - ANI Pharmaceuticals to Further Expand Rare Disease Business through Acquisition of Alimera Sciences | Benzinga
Conference call scheduled for today at 8:30 a.m. ET
- Strengthens Rare Disease segment as largest driver of future growth, expected to add approximately $105 million in highly durable branded revenue
- Adds two commercial assets ILUVIEN® and YUTIQ® with significant growth potential, expanding ANI's foothold in key strategic therapeutic area of ophthalmology
- Anticipated to drive high single digit to low double digit accretion in adjusted non-GAAP EPS in 2025 and to be substantially accretive thereafter
- Expected to generate additional $35 - $38 million in 2025 adjusted non-GAAP EBITDA inclusive of approximately $10 million in identified cost synergies; additional EBITDA contribution expected from accelerated growth of Purified Cortrophin® Gel in ophthalmology
- Increased geographic diversification with Alimera's established ex-US footprint, including direct operations in Europe
PRINCETON, N.J. and ATLANTA, June 24, 2024 (GLOBE NEWSWIRE) -- ANI Pharmaceuticals, Inc. (NASDAQ:ANIP) ("ANI" or the "Company") and Alimera Sciences, Inc. (NASDAQ:ALIM) ("Alimera") today announced they have signed a definitive agreement pursuant to which ANI will acquire Alimera for $5.50 per share in cash at closing and one non-tradable contingent value right (CVR) representing the right to receive up to $0.50 per share upon the achievement of certain net revenue targets in 2026 and 2027. The transaction, which values Alimera at approximately $381 million in up front consideration, has been approved by both the ANI and Alimera Boards of Directors and is expected to close late in the third quarter of 2024, as further described below.
Alimera is a global pharmaceutical company whose mission is to be invaluable to patients, physicians and partners concerned with maintaining better vision longer. Alimera's two commercial products treat diabetic macular edema (DME) and chronic non-infectious uveitis affecting the posterior segment (NIU-PS) of the eye. ILUVIEN (fluocinolone acetonide intravitreal implant 0.19mg) is indicated for DME in the U.S., Europe and the Middle East as well as for NIU-PS in Europe and the Middle East. YUTIQ (fluocinolone acetonide intravitreal implant 0.18mg) is available in the U.S. only and is indicated for the treatment of chronic NIU-PS.
Nikhil Lalwani, President and CEO of ANI, stated, "We believe this is a transformational acquisition for ANI, and one that aligns with our strategy to expand our Rare Disease business and deliver on our purpose of ‘Serving Patients, Improving Lives'. Late last year, we identified ophthalmology as a key strategic therapeutic area for the Company and, in the first quarter of 2024, expanded our Rare Disease team to promote Purified Cortrophin® Gel (Cortrophin Gel) to ophthalmologists. Alimera represents what we believe is a highly synergistic complement to this newly established specialty and will leverage our existing Rare Disease infrastructure. We believe ANI's proven commercial execution capabilities can further unlock ILUVIEN and YUTIQ, two growing and durable assets that would add approximately $105 million in pro forma 2024 revenues to our Company. The transaction is expected to drive substantial shareholder value creation through high single-digit to low double-digit accretion in adjusted Non-GAAP EPS in 2025 and a substantial increase in accretion thereafter."
Rick Eiswirth, President and CEO of Alimera, commented, "We are pleased to have reached this agreement with ANI, which we believe recognizes the value we have created at Alimera and creates compelling value for our shareholders. ANI and Alimera share a common mission of putting patients first, and this complementary transaction creates a bigger platform to leverage our global infrastructure and outstanding team. I would like to thank Alimera employees, past and present, for always finding a way to help patients maintain better vision longer. We look forward to working with ANI to complete this transaction and help grow its presence in the ophthalmology segment."
Transaction Rationale
- Further strengthens ANI's Rare Disease business as the largest driver of future growth: The combination with Alimera will create an attractive Rare Disease growth platform which is expected to account for approximately 45% of pro forma 2024 revenues with robust growth potential. The transaction also expands ANI's footprint beyond the U.S. with the addition of Alimera's direct marketing operations located in Germany, the United Kingdom, Portugal, and Ireland, as well as its partnerships in Europe, Asia, and the Middle East.
- The addition of two durable commercial products with significant growth potential that leverage the Company's existing Rare Disease infrastructure: ILUVIEN and YUTIQ are durable assets with high barriers to genericization which the Company believes have a clear role for patients in need of other therapeutic options. The Company believes there is significant growth potential for both ILUVIEN and YUTIQ that it can unlock through commercial synergies and execution.
- Expands foothold in ophthalmology and accelerates growth of Cortrophin Gel in this key therapeutic area: During the first quarter of 2024, ANI launched a targeted ophthalmology-focused sales force for Cortrophin Gel. The transaction will expand the reach of the ophthalmology sales team to over 3,600 physicians. Importantly, the Company estimates that there is over 50% overlap between high potential prescribers of Cortrophin Gel and ILUVIEN / YUTIQ.
- Potential for substantial shareholder value creation: ANI expects high single-digit to low double-digit accretion in adjusted non-GAAP EPS in 2025 and substantial accretion thereafter. The transaction is anticipated to deliver additional $35 - $38 million in 2025 adjusted non-GAAP EBITDA inclusive of approximately $10 million in identified cost synergies with additional EBITDA contribution expected from accelerated growth of Cortrophin Gel within ophthalmology. The Company anticipates 3.2x pro-forma leverage upon closing and significant organic de-levering in 2025.
Terms of the Transaction & Financing
Under the terms of the merger agreement, ANI will acquire all of the outstanding shares of Alimera ...