Immedica to Acquire Biopharmaceutical Company Marinus Pharmaceuticals, Inc.
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
Transaction rationale and details in brief:
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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) inChina 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.
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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 approximatelyUSD 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
“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
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.
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
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
About Immedica
Immedica is a pharmaceutical company, headquartered in
Immedica was founded in 2018 and employs today around 130 people across
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
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
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Immedica:
Linda Holmström
Head of Communications
linda.holmstrom@immedica.com
Marinus:
Molly Cameron
Director, Corporate Communications & Investor Relations
Marinus Pharmaceuticals, Inc.
mcameron@marinuspharma.com
Source: Marinus Pharmaceuticals