Esperion Therapeutics, Inc.

Esperion’s commercial portfolio became a bigger draw for ArchiMed after the Michigan-headquartered company announced in early March that it would acquire Corstasis and its edema drug Enbumyst. Shortly after laying out $75 million upfront for Corstasis Therapeutics and its congestive heart failure edema drug Enbumyst, Esperion Therapeutics is itself being acquired and taken private by healthcare investment firm Archimed. On Friday, the companies announced that Archimed will pay $3.16 per share for Esperion at closing on May 1, alongside a potential CVR sweetener of contingent milestone payments tied to the future sales performance of Esperion’s Nexletol, Nexlizet and Enbumyst that could reach up to $100 million. All told, the deal could be worth up to $1.1 billion, assuming those commercial milestones are met, the companies said in a release. The upfront consideration from Archimed marks a 58% premium on Esperion’s closing share price on April 30. “This transaction marks an exciting new chapter for Esperion, our employees, and the patients and healthcare professionals we serve,” Sheldon Koenig, Esperion’s CEO, said in a statement. He added that the acquisition “provides our shareholders with attractive and immediate upfront value at a compelling premium, while preserving the opportunity to participate in additional upside through contingent milestone payments tied to the future growth of our core cardiometabolic products.” Archimed and Esperion broke down the sales thresholds the latter’s drugs must meet in order to unlock the deal’s full value. Contingent payments of $40 million are tied to 2027 sales of the cholesterol-lowering drugs Nexletol and Nexlizet, surpassing $350 million, per the companies’ release. If those sales breach $300 million but don’t meet the $350 million mark, Archimed is pledging a lesser payout “determined by linear interpretation” of the meds’ performance. Meanwhile, Enbumyst, the nasal spray for edema associated with congestive heart failure that Esperion picked up through its Corstasis buyout, could net Esperion shareholders another $60 million from the CVR framework if its revenues exceed $160 million in any single calendar year through 2030. Archimed’s purchase is expected to close in the third quarter. Once the deal has gone through, Esperion will become privately held and delist its stock from the Nasdaq. Esperion is no stranger to being an acquisition target, having been acquired by Pfizer after its role in developing the cholesterol drug Lipitor in 2004. Four years later, however, amid a restructuring, Pfizer turned the company and its assets back over to its original founder. Esperion then went public in 2013.  Esperion’s commercial portfolio no doubt became a bigger draw for Archimed after the Michigan-headquartered company announced in early March that it would acquire Corstasis and its Enbumyst. Approved in September, the nasal spray is a loop diuretic that relieves the edema associated with congestive heart failure, chronic kidney disease and liver disease. At the time, Esperion noted that it believes Enbumyst represents a potential $4.6 billion opportunity in the U.S. alone. 

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Less than two months after agreeing to buy Corstasis Therapeutics, doubling its number of marketed assets, Esperion inked a deal to itself be bought out by healthcare investment firm ARCHIMED for up to $1.1 billion. The transaction, announced Friday, has backing from Esperion's board and is expected to close in the third quarter."This transaction marks an exciting new chapter for Esperion," said CEO Sheldon Koenig, providing "our shareholders with attractive and immediate upfront value at a compelling premium, while preserving the opportunity to participate in additional upside through contingent milestone payments tied to the future growth of our core cardiometabolic products."Under the agreed terms, Esperion stockholders will receive $3.16 per share in cash at closing, which the company said represents a premium of 58% to its closing share price on April 30. The transaction also includes contingent milestone payments of up to $100 million tied to the future net sales performance of bempedoic acid-containing products, including Nexletol and Nexlizet, as well as Enbumyst (bumetanide).Esperion currently markets the adenosine triphosphate-citrate lyase (ACL) inhibitor Nexletol to reduce the risk of major adverse cardiovascular events in adults at increased risk for these events, as well to reduce LDL-cholesterol in adults with hypercholesterolemia. Nexlizet, which combines bempedoic acid with the dietary cholesterol absorption inhibitor ezetimibe, is marketed in the same indications.Meanwhile, the agreement to buy Corstasis adds the nasal spray diuretic Enbumyst, which was recently approved in the US as a treatment for oedema associated with congestive heart failure (CHF), hepatic disease and renal disease in adults. The purchase forms part of Esperion's plan to have five assets on the market by 2040."With ARCHIMED’s support, we believe Esperion will be well positioned to advance our…2040 strategy and continue addressing the global burden of cardiometabolic disease," said Koenig.