Collegium Completes the Acquisition of BDSI
22 Mars 2022 - 10:01PM
Collegium Pharmaceutical, Inc. (Nasdaq: COLL) (“Collegium”) today
announced that it has completed the acquisition of BioDelivery
Sciences International Inc. (Nasdaq: BDSI) (“BDSI”).
“This acquisition is a major step forward in our mission to
build a leading, diversified specialty pharmaceutical company
committed to improving the lives of people living with serious
medical conditions,” said Joe Ciaffoni, President and Chief
Executive Officer of Collegium. “We have significantly diversified
the business and expanded our overall revenue scale. This
transaction is immediately and highly accretive, and we are now
focused on seamless integration and delivering identified synergies
of at least $75 million within twelve months.”
Strategic Rationale
- Strategically aligned with Collegium’s mission to build a
leading, diversified specialty pharmaceutical company committed to
improving the lives of people living with serious medical
conditions
- Diversifies and expands Collegium’s revenues by adding BELBUCA®
as a second and highly complementary growth driver to Collegium’s
highly differentiated pain portfolio, in addition to a contributor
with SYMPROIC®, and a new product launch opportunity with
ELYXYB™
- Further strengthens Collegium’s financial position through
increased revenue scale, immediate and significant earnings
accretion, and accelerated cash flow generation, driven by
identified annual run rate synergies of at least $75 million
expected to be achieved within twelve months post-closing
- ELYXYB™ provides entry into the neurology market, a strategic
market adjacency previously identified by Collegium
Additional Transaction DetailsThe acquisition
was structured as a cash tender offer to acquire all the
outstanding shares of BDSI at the price of $5.60 per share. As of
the expiration of the tender offer at one minute
following 11:59 p.m., New York time, on March
18, 2022, the depositary for the tender offer advised Collegium and
BDSI that stockholders holding approximately 72.44% of the
outstanding shares of common stock of BDSI had tendered their
shares, satisfying the minimum condition to consummate the tender
offer. All of the conditions to the offer have been satisfied and
on March 21, 2022, Collegium and its wholly-owned subsidiary,
Bristol Acquisition Company, Inc. (“Purchaser”), accepted for
payment and will promptly pay for all shares validly tendered and
not validly withdrawn prior to the expiration of the tender offer.
On March 22, 2022, Collegium completed its acquisition of BDSI
through the merger of Purchaser with and into BDSI without a vote
of BDSI’s stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law (“DGCL”). As a result of the merger, BDSI
is now wholly owned by Collegium. In connection with the merger,
all BDSI shares not validly tendered into the tender offer (other
than shares owned by BDSI, Collegium or Purchaser or any direct or
indirect wholly owned subsidiary of BDSI, Collegium or Purchaser,
which were cancelled and retired and ceased to exist, and no
consideration delivered in exchange therefor) have been cancelled
and (other than any shares held by holders who are entitled to
appraisal rights under Section 262 of the DGCL and who had properly
exercised and perfected their respective demands for appraisal of
such shares in the time and manner provided in Section 262 of the
DGCL and, as of the effective time of the merger, had neither
effectively withdrawn nor lost their rights to such appraisal and
payment under the DGCL) converted into the right to receive the
same $5.60 per share, net to the holder thereof, in cash, without
interest, subject to any applicable withholding taxes, as will be
paid for all shares that were validly tendered (and not validly
withdrawn) in the tender offer.
BDSI common stock will cease to be traded on the Nasdaq Global
Select Market.
About Collegium Pharmaceutical, Inc.Collegium
is a diversified, specialty pharmaceutical company committed to
improving the lives of people living with serious medical
conditions. Collegium’s headquarters are located in Stoughton,
Massachusetts. For more information, please visit the Company’s
website at www.collegiumpharma.com.
Forward-Looking StatementsThis press release
contains forward-looking statements within the meaning of The
Private Securities Litigation Reform Act of 1995. We may, in some
cases, use terms such as "predicts," "forecasts," "believes,"
"potential," "proposed," "continue," "estimates," "anticipates,"
"expects," "plans," "intends," "may," "could," "might," "should" or
other words that convey uncertainty of future events or outcomes to
identify these forward-looking statements. Examples of
forward-looking statements contained in this press release include,
among others, statements related to the acquisition of BioDelivery
Sciences International, Inc. (“BDSI”) and the anticipated benefits
thereof, our strategy, plans, objectives, expectations (financial
or otherwise) and intentions, future financial results and growth
potential, potential synergies, anticipated product portfolio,
development programs, patent terms and other statements that are
not historical facts. Such statements are subject to numerous
important factors, risks and uncertainties that may cause actual
events or results, performance, or achievements to differ
materially from the company's current expectations. Actual results
may differ materially from management’s expectations and such
forward-looking statements in this press release could be affected
as a result of various important factors, including risks relating
to, among others: risks related to the ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the acquisition will
not be realized or will not be realized within the expected time
period; the risk that the businesses will not be integrated
successfully; disruption from the transaction making it more
difficult to maintain business and operational relationships;
negative effects of the consummation of the acquisition on the
market price of our common stock and/or operating results;
significant transaction costs; unknown liabilities; risks related
to future opportunities and plans for BDSI and its products,
including uncertainty of the expected financial performance of BDSI
and its products; the impact of the COVID-19 pandemic on our
ability to conduct our business, reach our customers, and supply
the market with our products; our ability to commercialize and grow
sales of our products; our ability to manage our relationships with
licensors; the success of competing products that are or become
available; our ability to obtain and maintain regulatory approval
of our products and any product candidates, and any related
restrictions, limitations, and/or warnings in the label of an
approved product; the size of the markets for our products and
product candidates, and our ability to service those markets; our
ability to obtain reimbursement and third-party payor contracts for
our products; the rate and degree of market acceptance of our
products and product candidates; the costs of commercialization
activities, including marketing, sales and distribution; changing
market conditions for our products; the outcome of any patent
infringement, opioid-related or other litigation that may be
brought by or against us, including litigation with Purdue Pharma,
L.P.; the outcome of any governmental investigation related to our
business; our ability to secure adequate supplies of active
pharmaceutical ingredient for each of our products and manufacture
adequate supplies of commercially saleable inventory; our ability
to obtain funding for our operations and business development;
regulatory developments in the U.S.; our expectations regarding our
ability to obtain and maintain sufficient intellectual property
protection for our products; our ability to comply with stringent
U.S. and foreign government regulation in the manufacture of
pharmaceutical products, including U.S. Drug Enforcement Agency, or
DEA, compliance; our customer concentration; and the accuracy of
our estimates regarding expenses, revenue, capital requirements and
need for additional financing. These and other risks are described
under the heading "Risk Factors" in our and BDSI’s Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q and other filings
with the SEC. Any forward-looking statements that we make in this
press release speak only as of the date of this press release. We
assume no obligation to update our forward-looking statements
whether as a result of new information, future events or otherwise,
after the date of this press release.
Contact: Alex DasallaHead of Investor Relations
adasalla@collegiumpharma.com
BioDelivery Sciences (NASDAQ:BDSI)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
BioDelivery Sciences (NASDAQ:BDSI)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024