Immedica Pharma AB (Immedica), a leading global rare disease
company, and Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a
pharmaceutical company committed to improving the lives of patients
with seizure disorders, today announced that they have entered into
an agreement and plan of merger under which Immedica has agreed to
acquire Marinus, by means of a tender offer and subsequent
merger.
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The 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 the treatment of
seizures associated with cyclin-dependent kinase-like 5 (CDKL5)
deficiency disorder (CDD) in patients two years of age and
older.
Transaction rationale and details in brief:
- Adds global rights to ZTALMY, a commercial-stage rare neurology
medicine approved by 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.
- 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.
- Acquisition is expected to accelerate Immedica’s revenue
growth, adding a commercial-stage asset in the United States, with
the potential for further expansion globally.
- Immedica to commence a cash tender offer to acquire all issued
and outstanding shares of Marinus for USD 0.55 per share,
corresponding to an implied enterprise value of approximately USD
151 Million.
- Transaction is expected to close in Q1 2025.
“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,”
said Anders Edvell, M.D. Ph.D. and Chief Executive Officer of
Immedica.
“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,” he concluded.
“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,” said
Scott Braunstein, M.D., Chairman and Chief Executive Officer of
Marinus. “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.”
Transaction details
Under the terms of the merger agreement, Immedica, through a
wholly owned, direct subsidiary, will initiate a tender offer to
acquire all the outstanding shares of Marinus common stock for a
cash purchase price of USD 0.55 per share, representing a premium
of 48% based on Marinus’ closing share price as of December 27th
and a premium of 97%, based on the 30-day volume-weighted average
price of USD 0.28 per share preceding the announcement of the
transaction. The Board of Directors of Marinus has unanimously
approved the transaction and recommended that the stockholders of
Marinus tender their shares in the tender offer. Immedica has
received an undertaking from each director and named executive
officer of Marinus to tender their respective shares in favor of
the transaction.
The transaction represents the culmination of Marinus’ review of
strategic alternatives, which it announced on October 24, 2024,
with the goal of maximizing value for its stockholders.
The closing of the tender offer will be subject to customary
conditions, including the tender of shares which represent at least
a majority of the total number of Marinus’ outstanding shares of
common stock. Upon the successful completion of the tender offer,
Immedica would acquire any shares of Marinus’ common stock not
tendered through a second-step merger effected for the same per
share consideration. The transaction is expected to close in Q1
2025.
Advisors
MTS Health Partners LP is acting as Immedica’s exclusive
financial advisor in connection with the transaction. Gibson, Dunn
& Crutcher LLP is acting as legal counsel to Immedica and Fuchs
Patentanwälte Partnerschaft mbB is acting as intellectual property
counsel on this transaction, Barclays Capital Inc. is acting as
Marinus´ exclusive financial advisor in connection with the
transaction. Hogan Lovells LLP is acting as legal counsel to
Marinus on this transaction.
About ZTALMY® (ganaxolone) oral suspension
ZTALMY (ganaxolone) is a neuroactive steroid GABAA receptor
modulator that acts on a well-characterized target in the brain
known to have anti-seizure effects. It is a prescription medicine
that has been approved by the U.S. FDA, EC, the MHRA, and the China
NMPA for appropriate patients with CDKL5 deficiency disorder.
U.S. Prescribing Information for ZTALMY® (ganaxolone)
oral suspension CV.
European Union Summary of Product Characteristics for
ZTALMY.
About Marinus Pharmaceuticals
Marinus is a commercial-stage pharmaceutical company dedicated
to the development of innovative therapeutics for seizure
disorders. The Company’s product, ZTALMY® (ganaxolone) oral
suspension CV, is an FDA-approved prescription medication
introduced in the U.S. in 2022. For more information, please visit
www.marinuspharma.com and follow us on Facebook, LinkedIn and
X.
About Immedica
Immedica is a pharmaceutical company, headquartered in
Stockholm, Sweden, focused on the commercialization of medicines
for rare diseases and specialty care products. Immedica’s
capabilities cover marketing and sales, compliance,
pharmacovigilance, quality assurance, regulatory, medical affairs
and market access, as well as a global distribution network serving
patients in more than 50 countries. Immedica is fully dedicated to
helping those living with diseases which have a large unmet medical
need. Immedica’s therapeutic areas are within genetic &
metabolic diseases, hematology & oncology and specialty
care.
Immedica was founded in 2018 and employs today around 130 people
across Europe, the Middle East and the United States. Immedica is
backed by the investment firms KKR and Impilo. For more information
visit www.immedica.com
Important information
The tender offer for the outstanding shares of common stock of
Marinus Pharmaceuticals, Inc. referenced in this press release has
not yet commenced. This document is for informational purposes
only, is not a recommendation and is neither an offer to purchase
nor a solicitation of an offer to sell any securities of Marinus’,
nor is it a substitute for the tender offer materials that Immedica
and Matador Subsidiary, Inc., a Delaware corporation and direct,
wholly owned subsidiary of Immedica (“Purchaser”) will file with
the U.S. Securities and Exchange Commission (the “SEC”), upon
commencement of the tender offer. The solicitation and offer to buy
the shares of Marinus’ common stock will only be made pursuant to
an Offer to Purchase and related tender offer materials that Parent
and the Purchaser intend to file with the SEC. At the time the
tender offer is commenced, Immedica and Purchaser will file a
Tender Offer Statement on Schedule TO and related materials,
including, an offer to purchase, a letter of transmittal and other
related documents with the SEC, and thereafter Marinus will file a
Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. Marinus,
Immedica and Purchaser intend to mail these documents to the
stockholders of Marinus. Marinus’ stockholders and other investors
are urged to read carefully the tender offer materials (including
an Offer to Purchase, a related letter of transmittal and certain
other tender offer documents) and the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9, and any
amendments or supplements thereto, when they become available
because they will contain important information that holders of
Marinus’ securities and other investors should consider before
making any decision with respect to the tender offer. The Offer to
Purchase, the related letter of transmittal, and certain other
tender offer documents, as well as the Tender Offer
Solicitation/Recommendation Statement on Schedule 14D-9, will be
made available to all stockholders of Marinus at no expense to them
and will also be made available for free at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Marinus
will be available free of charge on Marinus’ website at
https://ir.marinuspharma.com/investors/ or by contacting Marinus’
investor relations by email at Investors@marinuspharma.com.
Forward-looking statements
This press release contains forward-looking statements related
to Immedica, Marinus and the proposed acquisition of Marinus by
Immedica (the “Transaction”) that involve risks and uncertainties
and reflect each of Immedica’s and Marinus’ judgment as of the date
of this press release. These forward-looking statements generally
are identified by words such as “believe,” “can,” “could”, “seek”,
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “might”,
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties, many of which are
outside of Immedica’s and Marinus’ control. These forward-looking
statements include, without limitation, statements regarding: the
timing of the Transaction and when and whether the Transaction
ultimately will close; the potential contributions the Transaction
is expected to bring to Immedica; the expected impact on Immedica’s
future financial and operating results; Marinus’ plans, objectives
and expectations and intentions; the financial condition, results
of operations and respective businesses of Marinus and Immedica;
and any potential strategic benefits, synergies or opportunities
expected as a result of the proposed Transaction. Many factors
could cause actual future events to differ materially from
Immedica’s and Marinus’ expectations, including, without
limitation: the risk that the conditions to the closing of the
Transaction are not satisfied, including the risk that Immedica may
not receive sufficient number of shares tendered from Marinus’
stockholders to complete the tender offer; the possibility that
competing offers will be made; litigation relating to the
Transaction; uncertainties as to the timing of the consummation of
the Transaction and the ability of each of Immedica, Purchaser or
Marinus to consummate the Transaction; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement entered into between the
companies; other business effects, including the effects of
industry, economic or political conditions outside of the
companies' control; the impact of competitive products and pricing;
the effect of the announcement or pendency of the Transaction on
Immedica’s or Marinus’ ability to retain and hire key personnel;
competitive responses to the Transaction; unexpected costs, charges
or expenses resulting from the Transaction; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transaction; Immedica’s ability
to achieve the growth prospects and synergies expected from the
Transaction, as well as delays, challenges and expenses associated
with integrating Marinus with its existing businesses; legislative,
regulatory and economic developments; and other risks described in
Immedica’s and Marinus’ respective prior press releases and listed
under the heading "Risk Factors" in Marinus’ reports filed with the
U.S. Securities and Exchange Commission, including current reports
on Form 8-K, quarterly reports on Form 10-Q and annual reports on
Form 10-K, as well as the Schedule 14D-9 to be filed by Marinus and
the Schedule TO and related tender offer documents to be filed by
Immedica and Purchaser prior to the completion of the Transaction.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Investors are cautioned not to put undue reliance on
forward-looking statements, and each of Immedica and Marinus
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law. Neither
Immedica nor Marinus gives any assurance that either Immedica or
Marinus will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20241230307666/en/
Immedica: Linda Holmstr�m Head of Communications
linda.holmstrom@immedica.com
Marinus: Molly Cameron Director, Corporate Communications
& Investor Relations Marinus Pharmaceuticals, Inc.
mcameron@marinuspharma.com
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