ANI Pharmaceuticals, Inc. signed a definitive agreement to acquire Alimera Sciences, Inc. from Caligan Partners Master Fund LP and Caligan Partners Master Fund LP, managed by Caligan Partners, LP and others for approximately $300 million.
June 23, 2024
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ANI Pharmaceuticals, Inc. (NasdaqGM:ANIP) signed a definitive agreement to acquire Alimera Sciences, Inc. (NasdaqGM:ALIM) from Caligan Partners Master Fund LP and Caligan Partners Master Fund LP, managed by Caligan Partners, LP and others for approximately $300 million on June 21, 2024. ANI will acquire Alimera for $5.50 per share in cash at closing and one non-tradable contingent value right (CVR) representing the right to receive up to $0.50 per share upon the achievement of certain net revenue targets in 2026 and 2027. ANI intends to finance the transaction using a combination of cash on hand and debt financing. ANI has obtained $280M of committed financing from J.P. Morgan and Blackstone Credit & Insurance. Upon termination of the Merger Agreement under specified circumstances, Alimera will be required to pay ANI a termination fee of approximately $10.391 million.
Transaction is subject to customary closing conditions, including receipt of required regulatory approvals, approval by Alimera?s shareholders, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Transaction has been unanimously approved the board of directors of ANI and Alimera. Transaction is expected to close late in the third quarter of 2024. ANI expects high single-digit to low double-digit accretion in adjusted non-GAAP EPS in 2025 and substantial accretion thereafter. The transaction is anticipated to deliver additional $35 - $38 million in 2025 adjusted non-GAAP EBITDA inclusive of approximately $10 million in identified cost synergies with additional EBITDA contribution expected from accelerated growth of Cortrophin Gel within ophthalmology.
Guggenheim Securities, LLC is acting as lead financial advisor to ANI and Raymond James & Associates, Inc. is also acting as financial advisor. Ken Lefkowitz, Scott Naturman and Gary Simon of Hughes Hubbard & Reed LLP acting as legal advisors to ANI. Centerview Partners LLC is acting as lead financial advisor to Alimera, with Perella Weinberg Partners also acting as a financial advisor to Alimera. Andrew P. Gilbert, Jeffrey Scharfstein and Scott A. Cowan of DLA Piper LLP (US) acting as legal advisors to Alimera. Centerview Partners LLC acted as fairness opinion provider to the board of Alimera.
ANI Pharmaceuticals, Inc. is a diversified biopharmaceutical company, which serves patients in need by developing, manufacturing and marketing branded and generic prescription pharmaceutical products, including for diseases with high unmet medical need. Its three pharmaceutical manufacturing facilities, of which two are located in Baudette, Minnesota, and one is located in East Windsor, New Jersey, are together capable of producing oral solid dose products, as well as semi-solids, liquids and topicals, controlled substances, and potent products. The Company has a commercial portfolio of 116 products with a variety of indications and a robust portfolio of pipeline products. It has acquired the NDAs for and market Atacand, Atacand HCT, Arimidex, Casodex, Lithobid, Vancocin, Inderal LA, Inderal XL, InnoPran XL, Oxistat, Veregen, and Pandel. The Company sources the raw materials for its products from both domestic and international suppliers.
ANI Pharmaceuticals, Inc. signed a definitive agreement to acquire Alimera Sciences, Inc. from Caligan Partners Master Fund LP and Caligan Partners Master Fund LP, managed by Caligan Partners, LP and others for approximately $300 million.
ANI PHARMACEUTICALS, INC. 
