Announcement • Jul 14

An unknown funds, managed by ArchiMed SAS completed the acquisition of Esperion Therapeutics, Inc. (NasdaqGM:ESPR) from Wasatch Advisors LP, BlackRock, Inc. (NYSE:BLK) and others.

An unknown funds, managed by ArchiMed SAS entered into a definitive agreement to acquire Esperion Therapeutics, Inc. (NasdaqGM:ESPR) from Wasatch Advisors LP, BlackRock, Inc. (NYSE:BLK) and others for approximately $850 million on May 1, 2026. Funds managed by ARCHIMED will acquire Esperion in a transaction valued at up to approximately $1.1 billion in total equity value on a fully diluted basis, assuming full achievement of certain commercial-based milestones. Under the terms of the agreement, Esperion shareholders will receive $3.16 per share in cash at closing, plus the right to participate in contingent milestone payments of up to $100 million in the aggregate tied to future net sales performance. The upfront cash consideration represents a premium of 58% to Esperion’s closing share price on April 30, 2026. Two contingent milestone payments of up to $100 million in the aggregate as follows: A contingent milestone payment based on annual U.S. net sales of certain products containing bempedoic acid (including NEXLETOL® and NEXLIZET®) in calendar year 2027 equal to (i) $40 million in the aggregate if such annual net sales are greater than $350 million or (ii) an amount between $0 and $40 million in the aggregate, determined by linear interpolation, if such annual net sales exceed $300 million but are less than $350 million; and A contingent milestone payment based on annual U.S. net sales of certain products containing bumetanide (including ENBUMYST) equal to $60 million in the aggregate if such annual net sales equal or exceed $160 million in any single calendar year through December 31, 2030. Debt financing for this transaction will be provided by investment funds managed by Pharmakon Advisors, LP. Biopharma Credit said it alongside BioPharma Credit Investments V Master LP provided committed financing to Archimed of up to $400 million. Biopharma Credit's allocation of such commitment will be between $78 million and $120 million. Until that time, Esperion will continue to operate as a separate and independent company. Following completion of the transaction, Esperion will become a privately held company and its common stock will no longer be listed on the Nasdaq Stock Market. In case of termination Esperion will pay $34.1 million or 3.5% of the equity value and ArchiMed SAS will pay $68.3 million or 7% of the equity value. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by Esperion’s shareholders, acquirer board, approval by acquirer shareholders and receipt of certain required regulatory approvals. The Company’s Board of Directors has unanimously approved the transaction and recommends that Esperion shareholders vote their shares to approve the transaction. The transaction is not subject to a financing condition. As on June 2, 2026, the transaction has received clearance from Bundeskartellamt under the German Act Against Restraints of Competition. On June 15, 2026, the Hart-Scott-Rodino Waiting Period has expired. The completion of the Merger remains subject to the satisfaction of other customary closing conditions, including the adoption of the Merger Agreement by the Esperion Therapeutics, Inc's stockholders, which is scheduled to be held virtually on July 8, 2026 at 8:00 a.m. Eastern Time. On July 8, 2026, Esperion Therapeutics’ stockholders voted to adopt the Agreement and Plan of Merger. Moelis & Company LLC is acting as exclusive financial advisor to ARCHIMED, the team of Sidley Austin LLP led by David D’Urso, Adam Cromie, Matt Naifeh, Kristen Smith, Asher Rubin, Robert Mandell, Dustin Anderson, Christian Brause, Eric Wolf, Natalie Chan, Lauren Kitces, Heather Palmer and Sarah Jehl, Deeona Gaskin, Josefine Sommer and Donielle McCutcheon is serving as legal advisor. Eric Tokat and Jason Zuckerbrod of Centerview Partners is acting as exclusive financial advisor and fairness opinion provider an aggregate fee of approximately $37.5 million, $1.5 million of which was payable upon the rendering of Centerview’s opinion and $36 million of which is payable contingent upon consummation of the transactions., the team of Goodwin Procter LLP led by Lisa Haddad, Jean Lee, Stuart Cable, Michael Shuster, Duncan Greenhalgh, Noelle Dubiansky, Alex Denniston, James Devendorf, Jennifer Fay, Lauren NuDelman, Julie Tibbets, Jackie Klosek, Curtis McCluskey, Arman Oruc, Heath Ingram, Nathan Brodeur, Dan Karelitz, Kristopher Ring, Arthur Nahas, Liza Craig, Candi Alfred, Brian Mukherjee, Jacob Osborn, James Barri, Mitchell Bloom and Justin Platt is serving as legal advisor. Akin Gump LLP is serving as legal advisor to Pharmakon Advisors. Latham & Watkins LLP advised Centerview Partners. MacKenzie Partners, Inc. acted as information agent and Computershare Trust Company, N.A. acted as transfer agent for Esperion. An unknown funds, managed by ArchiMed SAS completed the acquisition of Esperion Therapeutics, Inc. (NasdaqGM:ESPR) from Wasatch Advisors LP, BlackRock, Inc. (NYSE:BLK) and others on July 13, 2026. Effective upon the consummation of the Merger, in accordance with the Merger Agreement, each of J. Martin Carroll, Sheldon L. Koenig, Robert E. Hoffman, Craig Thompson, Jay P. Shepard and Seth H.Z. Fischer, who constituted the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company, and Justin Bateman and Ankit Pareek, the directors of MergerCo immediately prior to the Effective Time, were elected as directors of Esperion Therapeutics, Inc.

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Rising Digital Adoption And Global Partnerships Will Shape Future Markets

Regulatory Pressures And Fierce Competition Will Compress Margins

Aging Population And Precision Medicine Will Expand Cardiovascular Care

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