ANI Pharma Acquires Atorvastatin Rights

Ticker: ANIP · Form: 8-K · Filed: Jun 24, 2024 · CIK: 1023024

Ani Pharmaceuticals Inc 8-K Filing Summary
FieldDetail
CompanyAni Pharmaceuticals Inc (ANIP)
Form Type8-K
Filed DateJun 24, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.01, $5.50, $10.4 million, $0.25 m, $140.0 m
Sentimentneutral

Sentiment: neutral

Topics: acquisition, drug-rights, definitive-agreement

TL;DR

ANI Pharma just bought US rights to Atorvastatin from Amneal, closing Q3.

AI Summary

On June 21, 2024, ANI Pharmaceuticals, Inc. entered into a Material Definitive Agreement related to its acquisition of the U.S. rights to the prescription drug, Atorvastatin Calcium Tablets, from Amneal Pharmaceuticals LLC. This agreement is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition expands ANI Pharmaceuticals' product portfolio in the cardiovascular therapeutic area, potentially increasing revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and integration risks are inherent in any business combination.

Key Players & Entities

  • ANI Pharmaceuticals, Inc. (company) — Registrant
  • Amneal Pharmaceuticals LLC (company) — Seller of Atorvastatin rights
  • Atorvastatin Calcium Tablets (product) — Acquired prescription drug
  • June 21, 2024 (date) — Date of Material Definitive Agreement
  • Third Quarter of 2024 (date) — Expected closing period

FAQ

What specific rights did ANI Pharmaceuticals acquire for Atorvastatin Calcium Tablets?

ANI Pharmaceuticals acquired the U.S. rights to the prescription drug, Atorvastatin Calcium Tablets.

Who is the seller of the Atorvastatin rights?

The seller is Amneal Pharmaceuticals LLC.

When was the Material Definitive Agreement signed?

The agreement was signed on June 21, 2024.

When is the acquisition expected to close?

The acquisition is expected to close in the third quarter of 2024.

Are there any specific conditions for the closing of this agreement?

Yes, the closing is subject to customary closing conditions.

Filing Stats: 4,607 words · 18 min read · ~15 pages · Grade level 16.4 · Accepted 2024-06-24 06:56:44

Key Financial Figures

  • $0.01 — , each share of common stock, par value $0.01 per share, of the Company (the " Compan
  • $5.50 — converted into the right to receive (i) $5.50 in cash, without interest (such amount,
  • $10.4 million — rent a termination fee of approximately $10.4 million. Among other termination rights, and su
  • $0.25 m — unded to the nearest 1/100 of $0.01) of $0.25 multiplied by a fraction (which is no cas
  • $140.0 m — , by which the 2026 Net Revenue exceeds $140.0 million, divided by $10.0 million (subjec
  • $10.0 million — enue exceeds $140.0 million, divided by $10.0 million (subject to adjustment for the exercise
  • $160.0 m — , by which the 2027 Net Revenue exceeds $160.0 million, divided by $15.0 million (subjec
  • $15.0 million — enue exceeds $160.0 million, divided by $15.0 million (subject to adjustment for the exercise
  • $280.0 m — an aggregate principal amount equal to $280.0 million, on the terms and subject to the

Filing Documents

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. Merger Agreement On June 21, 2024, ANI Pharmaceuticals, Inc., a Delaware corporation (the " Parent "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Alimera Sciences, Inc., a Delaware corporation (the " Company " and, following consummation of the Merger, the " Surviving Corporation ") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of the Parent (" Merger Sub "), providing for the merger of Merger Sub with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned indirect subsidiary of the Parent. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings set forth in the Merger Agreement. At the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.01 per share, of the Company (the " Company Common Stock ") outstanding immediately prior to the Effective Time (including each Company RSA (as defined below), but excluding any treasury shares or shares owned by the Parent, Merger Sub, or any other subsidiary of the Parent or the Company), shall be canceled and cease to exist and shall be converted into the right to receive (i) $5.50 in cash, without interest (such amount, as may be adjusted in accordance with the Merger Agreement, the " Closing Cash Consideration ") and (ii) one contingent value right (a " CVR "), which shall represent the right to receive the Milestone Payments (as defined below) subject to the terms and conditions set forth in the CVR Agreement (as defined below) (the consideration contemplated by (i) and (ii), together, the " Merger Consideration "). Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Imp

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 24, 2024, the Parent and the Company issued a press release announcing their entry into the Merger Agreement. The text of the press release is attached as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. On June 24, 2024, management of the Parent will host a conference call to provide supplemental information regarding the proposed Merger to analysts and investors at 8:30 a.m. ET. The telephone number for the call is 800-225-9448. This conference call will also be webcast and can be accessed from the "Investors" section of the Parent's website at www.anipharmaceuticals.com. The webcast replay of the call will be available at the same site approximately one hour after the end of the call. A replay of the conference call will also be available within two hours of the call's completion and will remain accessible for two weeks by dialing 877-856-8965 and entering access code 4630647. The slides that will be made available in connection with this analyst and investor presentation are attached hereto as Exhibit 99.2 and are incorporated into this Item 7.01 by reference. The information in this item and Exhibits 99.1 and 99.2 are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), nor shall this item or Exhibits 99.1 or 99.2 be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such future filing.

01. Other Events

Item 8.01. Other Events. In connection with the Merger, JPMorgan Chase Bank, N.A. and Blackstone Credit & Insurance (the "Lenders") have committed to provide debt financing for the transaction in an aggregate principal amount equal to $280.0 million, on the terms and subject to the conditions set forth in a commitment letter, dated June 21, 2024 (the "Debt Commitment Letter"). The obligations of the Lenders to provide debt financing under the Debt Commitment Letter are subject to customary conditions, including, without limitation, execution and delivery of definitive documentation consistent with the Debt Commitment Letter. The Company has agreed to cooperate with and provide customary assistance to the Parent in connection with the debt financing.

Forward-Looking Statements

Forward-Looking Statements This communication, and the documents to which the Parent refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Parent's expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the proposed transactions including statements regarding the benefits of the Merger and the contemplated debt financing (collectively, the " Proposed Transactions ") and the anticipated timing of the Proposed Transactions. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "continue," "strategy," "future," "opportunity," "plan," "may," "should," "will," "shall," "would" other words of similar meaning, derivations of such words and the use of future dates. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the risk that the Proposed Transactions may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the Proposed Transactions, (iii) the occurrence of any event, change or other circumstance that could give rise to the delay or termination of the Merger Agreement, (iv) the inability to complete the Proposed Transactions due to the failure of a party or parties to satisfy conditions to completion of the Merger, including the receipt on a timely basis or at all of any required regulatory clearances related to the Merger and receipt by the Company of st

01. Exhibits

Item 9.01. Exhibits. (d) Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger dated June 21, 2024, by and among ANI Pharmaceuticals, Inc., ANIP Merger Sub I NC . and Alimera Sciences, Inc. 10.1 * Voting Agreement, dated June 21, 2024, by and among ANI Pharmaceuticals, Inc., Alimera Sciences, Inc. and Caligan Partners LP, Caligan Partners Master Fund LP and Caligan Partners C V VI LP. 99.1 Press Release dated June 24, 2024. 99.2 Form of Presentation regarding the Merger. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) *Portions of these Exhibits have been omitted pursuant to Rule 601(b) of Regulation S-K. For more, see the cover page of such exhibits.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 24, 2024 ANI PHARMACEUTICALS, INC. By: /s/ Stephen P. Carey Name: Stephen P. Carey Title: Senior Vice President Finance and Chief Financial Officer

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