Immedica Pharma, a leading global rare disease company, and Marinus Pharmaceuticals, a pharmaceutical company committed to improving the lives of patients with seizure disorders, announced today that they have entered into an agreement and plan of merger under which Immedica has agreed to acquire Marinus, using a tender offer and subsequent merger.
This acquisition complements and further 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 U.S. Food and Drug Administration (FDA) in March 2022 for treating seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients two years of age and older.
These are some of the details about the deal:
– The deal adds global rights to ZTALMY, a commercial-stage rare neurology medicine approved by the FDA, the European Commission (EC), the UK Medicines and Healthcare products Regulatory Agency (MHRA) and the National Medicines Product Administration (NMPA) in China with potential for further approvals worldwide.
– The deal accelerates Immedica’s growth into the North American market, providing an immediate revenue-generating rare disease product and an experienced commercial team upon closing of the transaction.
– This acquisition is expected to accelerate Immedica’s revenue growth, adding a commercial-stage asset in the United States, with the potential for global expansion.
– Immedica to commence a cash tender offer to acquire all issued and outstanding shares of Marinus for $0.55 per share, corresponding to an implied enterprise value of approximately $151 million.
The deal is expected to close in Q1 2025. And the deal represents the culmination of Marinus’ review of strategic alternatives, which it announced on October 24, 2024, to maximize value for its stockholders.
MTS Health Partners is acting as Immedica’s exclusive financial advisor in the transaction. Gibson, Dunn & Crutcher is acting as legal counsel to Immedica and Fuchs Patentanwälte Partnerschaft mbB is acting as intellectual property counsel on this transaction, Barclays Capital is acting as Marinus’ exclusive financial advisor in connection with the transaction. Hogan Lovells is acting as legal counsel to Marinus on this transaction.
KEY QUOTES:
“The acquisition of Marinus represents a transformative step in Immedica’s journey to further strengthen our position as a leading rare disease company. By adding ZTALMY to our portfolio, we significantly strengthen our capabilities and expand our presence in the United States, marking a new chapter in our mission to deliver impactful therapies for underserved patient populations.”
“Immedica is dedicated to addressing significant unmet medical needs in rare diseases, ensuring patients receive the innovative treatments they deserve. Within CDD, patients with refractory seizures face particularly challenging circumstances due to insufficiently effective existing therapies. The addition of ZTALMY allows us to offer a differentiated solution, with the potential to improve care and outcomes for these patients.”
- Anders Edvell, M.D. Ph.D. and Chief Executive Officer of Immedica.
“I am proud of the dedication and passion of our team at Marinus, which allowed us to deliver the first and only FDA-approved treatment for seizures associated with CDKL5 deficiency disorder in patients two years of age and older. With a shared commitment to improving the lives of rare disease patients, this acquisition is expected to enable ZTALMY to make an even greater impact on patients, while providing meaningful value for Marinus’ stockholders.”
- Scott Braunstein, M.D., Chairman and Chief Executive Officer of Marinus
