Acacia Pharma Group Plc (ACPH.BR) announced Monday its agreement to be acquired by Eagle Pharmaceuticals, Inc. (EGRX) by way of a scheme of arrangement in around 94.7 million euros cash and stock deal.
The total consideration equates to 0.90 euro for each Scheme Share. Under the terms of the proposed scheme of arrangement, each Scheme Shareholder will receive 0.68 euro in cash and 0.0049 New Eagle Shares. The cash portion of the deal represents approximately 75 percent of the total price, and the shares represent the remaining 25 percent.
The Acacia Directors consider the proposed transaction to be the best available option for Acacia Shareholders and intend unanimously to recommend that shareholders vote in favour of the Scheme.
Eagle has received irrevocable undertakings representing approximately 48.78 percent of the issued share capital of Acacia.
The Scheme is expected to become effective between the middle of May 2022 and 30 June 2022, subject to the satisfaction of the terms.
The agreement follows a comprehensive review and assessment of all strategic alternatives, including consideration of options to raise additional capital.
Acacia noted that it met its formulary goals for both Barhemsys and Byfavo in fiscal 2021 and sees significant future commercial potential for the products.
However, the company’s standalone financial condition has been negatively impacted by physical access limitations caused by the global COVID-19 pandemic, and a significant latency of demand due to postponement of surgical procedures.
Accordingly, Acacia expects it would require a minimum of around $115 million of additional cash to fund operations to break-even, based on projections assuming break-even by early fiscal 2025.
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