Announcement • Sep 17
ANI Pharmaceuticals, Inc. (NasdaqGM:ANIP) completed the acquisition of Alimera Sciences, Inc. (NasdaqGM:ALIM) from Caligan Partners Master Fund LP and Caligan Partners Master Fund LP, managed by Caligan Partners, LP and others.
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. ANI will also repay $72.5 million of Alimera debt. On August 13, 2024, the ANI Pharmaceuticals, as lead borrower, entered into its previously announced senior secured credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and other financial institutions, pursuant to which such Lenders have agreed to provide a delayed draw $325 million senior secured term loan facility for the purpose of financing, in whole or in part, the previously announced pending acquisition of Alimera Sciences, Inc. pursuant to the agreement and plan of merger between the ANI Pharmaceuticals and Alimera Sciences, Inc., dated as of June 21, 2024, and a $75 million senior secured revolving credit facility on terms and subject to conditions set forth in the New Credit Agreement.
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. On September 4, 2024, the transaction was approved by the target shareholders. Transaction is expected to close late in the third quarter of 2024. As of September 11, 2024, the transaction is expected to close before September 16, 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. Equiniti Trust Company, LLC acted as transfer agent to Alimera.
ANI Pharmaceuticals, Inc. (NasdaqGM:ANIP) completed the acquisition of Alimera Sciences, Inc. (NasdaqGM:ALIM) from Caligan Partners Master Fund LP and Caligan Partners Master Fund LP, managed by Caligan Partners, LP and others on September 16, 2024.