Immedica Pharma, a Stockholm-based global rare disease company, is to acquire Marinus Pharmaceuticals, a Nasdaq-listed commercial stage bio-pharmaceutical company committed to improving the lives of patients with seizure disorders. Immedica has offered to acquire all outstanding shares of Marinus at US$0.55 per share, representing a premium of 48% based on Marinus’ closing share price as of December 27 and a premium of 97%, based on the 30-day VWAP of US$0.28 per share.
The tender offer share price corresponds to an implied enterprise value of approximately US$151m.
The acquisition complements and strengthens Immedica’s global rare disease business by adding ZTALMY (ganaxalone) oral suspension, CV, a neuroactive steroid gamma-aminobutyric acid (GABA)-A receptor positive modulator, approved by the US FDA in March 2022 for the treatment of seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients two years of age and older.
“By adding ZTALMY to our portfolio, we significantly strengthen our capabilities and expand our presence in the US,” said Anders Edvell, CEO of Immedica.
Immedica, founded in 2018 by Impilo, employs around 130 people across Europe, the Middle East and the US. In March, KKR acquired its share in the company from Impilo, which reinvested to become an equal owner. Immedica has revenues of €100m (US$103.8m) and annual growth of more than 50%.
The transaction represents the culmination of Marinus’ review of strategic alternatives, intended to maximize value for its stockholders. In the year ending December 2023, Marinus reported net product revenue of US$19.6m (US$2.9m in 2022) and a total comprehensive loss of US$141.4m (US$19.8m in 2022).
Review
The transaction represents the culmination of Marinus’ review of strategic alternatives following its October 2024 announcement:
“We are pleased to see continued commercial growth of ZTALMY with more than 200 patients active on therapy and a steady increase in demand,” said Scott Braunstein, chairman and CEO. “In 2024, our Phase 3 data in status epilepticus and tuberous sclerosis complex showed meaningful clinical activity in certain refractory patients, however, the trials did not meet the thresholds for statistical significance.”
It initiated a review with the goal of maximizing stockholder value while supporting the growth of ZTALMY for patients with CDKL5 deficiency disorder (CDD). ZTALMY generated net product revenue of US$8.5m for Q3 2024 representing 56% growth versus Q3 2023.
The company had net losses of US$24.2m and US$98.7m for the three and nine months ended September 30, 2024, respectively.
Advisors
MTS Health Partners is acting as Immedica’s exclusive financial advisor. Gibson, Dunn & Crutcher is legal counsel and Fuchs Patentanwälte Partnerschaft is intellectual property counsel. Barclays is Marinus´ financial advisor. Hogan Lovells is legal counsel.