2023-04-25 06:57:01 ET
Assertio ( NASDAQ: ASRT ) is acquiring Spectrum Pharmaceuticals ( NASDAQ: SPPI ) in an all-stock and contingent value rights (CVR) deal.
Under the agreement, Spectrum stockholders will get 0.1783 shares of Assertio common stock for each share of SPPI.
This implies an upfront value of $1.14 per Spectrum share (~$248M) based on Assertio's stock price on April 24, and an initial 65% premium to SPPI closing price on such date.
In addition, Spectrum stockholders will get one CVR per Spectrum share entitling them to receive up to an additional $0.20 per share in total (~$43M), payable in cash or stock at Assertio's decision, for $1.34 (~$291M), a total potential premium of 94%.
Each CVR shall represent the right to receive a certain amount upon Rolvedon net sales
After the merger, Assertio stockholders will own ~65% of the combined company while the remaining ~35% will be owned by Spectrum stockholders.
The acquisition will give Assertio access to Spectrum's drug Rolvedon — which is used to decrease the incidence of infection, as manifested by febrile neutropenia.
"The addition of Spectrum’s commercial capabilities and ROLVEDON, a novel long-acting G-CSF product recently launched into a blockbuster market in October 2022, exemplifies Assertio’s attractiveness as an acquirer of new, accretive assets across diverse therapeutic categories, and ability to continue their growth and achieve profitable contributions faster and more efficiently than could be achieved on a standalone basis," said Assertio's President and CEO Dan Peisert.
Assertio noted that the transaction is expected to be accretive to adjusted EPS and operating cash flow in 2024.
Assertio plans to retain the majority of Spectrum's commercial team and add operating costs of about $60M annually.
The transaction has been approved by the boards of both companies and is expected to close in Q3 2023, subject to approval by stockholders of the two companies, and closing conditions.
SPPI +34.69% to $0.93 premarket April 25
ASRT -16.41% to $5.35 premarket
For further details see:
Assertio to acquire Spectrum in all stock deal, sending stock on opposite paths