ANI Pharma Acquires Amneal Generic Drug Assets

TL;DR

ANI Pharma just bought Amneal's generic drug business. Big move for their portfolio.

AI Summary

ANI Pharmaceuticals, Inc. announced on September 20, 2024, the completion of its acquisition of certain assets from Amneal Pharmaceuticals LLC. The transaction, which closed on September 16, 2024, involves the acquisition of Amneal's generic prescription drug business. Financial terms were not disclosed in this filing.

Why It Matters

This acquisition expands ANI Pharmaceuticals' generic drug portfolio, potentially increasing market share and revenue in the prescription drug sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, market reception, and potential regulatory hurdles.

Key Players & Entities

• ANI Pharmaceuticals, Inc. (company) — Registrant
• Amneal Pharmaceuticals LLC (company) — Seller of acquired assets
• September 20, 2024 (date) — Date of report
• September 16, 2024 (date) — Closing date of acquisition

FAQ

Key Financial Figures

• $0.01 — , each share of common stock, par value $0.01 per share, of Alimera (the " Alimera Co
• $5.50 — converted into the right to receive (i) $5.50 in cash, without interest (the " Closin
• $325.0 million — ion was financed with (i) borrowings of $325.0 million under the previously announced senior s
• $140.0 million — and subject to, the achievement of: (i) $140.0 million in net revenue (the " 2026 Milestone ")
• $160.0 million — (the " 2026 Net Revenue ") and/or (ii) $160.0 million in net revenue (the " 2027 Milestone "
• $0.25 m — d to the nearest 1/100 of $0.01) of (i) $0.25 multiplied by a fraction (not exceeding o
• $10.0 million — million and the denominator of which is $10.0 million (subject to adjustment for the exercise
• $15.0 million — million and the denominator of which is $15.0 million (subject to adjustment for the exercise

Filing Documents

• ani-20240916.htm (8-K) — 57KB
• exhibit101contingentvaluer.htm (EX-10.1) — 181KB
• exhibit231consentofgrantth.htm (EX-23.1) — 2KB
• exhibit993unauditedproform.htm (EX-99.3) — 375KB
• 0001023024-24-000093.txt ( ) — 804KB
• ani-20240916.xsd (EX-101.SCH) — 2KB
• ani-20240916_lab.xml (EX-101.LAB) — 21KB
• ani-20240916_pre.xml (EX-101.PRE) — 12KB
• ani-20240916_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 16, 20 24, prior to consummation of the Merger, the Company entered into a Contingent Value Rights Agreement (the " CVR Agreement ") with Continental Stock Transfer & Trust Company (the " Rights Agent "), pursuant to which holders of Alimera Common Stock, as well as holders of Alimera Warrants, Alimera Options, Alimera PSUs, Alimera RSAs and Alimera RSUs, may become entitled to contingent cash payments per CVR (each, a " Milestone Payment "), such payments being contingent upon, and subject to, the achievement of: (i) $140.0 million in net revenue (the " 2026 Milestone ") on third party sales of ILUVIEN and YUTIQ for the Company's 2026 fiscal year (the " 2026 Net Revenue ") and/or (ii) $160.0 million in net revenue (the " 2027 Milestone " and together with the 2026 Milestone, the " Milestones ") on third party sales of ILUVIEN and YUTIQ for the Company's 2027 fiscal year (the " 2027 Net Revenue "). Each CVR entitles the holder (the " Holder ") to receive a Milestone Payment upon satisfaction of the applicable Milestones. The Milestone Payment for each CVR will equal the product (rounded to the nearest 1/100 of $0.01) of (i) $0.25 multiplied by a fraction (not exceeding one), the numerator of which is the amount, if any, by which the 2026 Net Revenue exceeds $140.0 million and the denominator of which is $10.0 million (subject to adjustment for the exercise price of applicable Alimera Options) and/or (ii) $0.25 multiplied by a fraction (not exceeding one), the numerator of which is the amount, if any, by which the 2027 Net Revenue exceeds $160.0 million and the denominator of which is $15.0 million (subject to adjustment for the exercise price of applicable Alimera Options). If a Milestone is attained, the distributions in respect of the CVRs will be made on or prior to the date that is fifteen (15) business days following the filing by the Company of its audited financial statements with the SE

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The audited financial statements of Alimera as of and for the years ended December 31, 2023 and 2022 and the related notes thereto are included in Alimera's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC on March 8, 2024 and is incorporated by reference herein. The unau dited financial statements of Alimera for the six months ended June 30, 2024 and the related notes thereto are included in Alimera's Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2024 that was filed with the SEC on August 7, 2024 and is incorporated by reference herein. (b) Pro Forma Financial Information The unaudited pro forma condensed combined balance sheet as of June 30, 2024, the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2024, the unaudited pro forma combined statement of operations for the year ended December 31, 2023, and notes to the unaudited pro forma condensed combined financial information of the Company, all after giving effect to the Merger, are filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference. Exhibit Description No. 2.1 Agreement and Plan of Merger dated June 21, 2024, by and among ANI Pharmaceuticals, Inc., ANIP Merger Sub INC. and Alimera Sciences, Inc. (incorporated by reference to Exhibit 2.1 on the Company's Current Report on Form 8-K filed on June 24, 2024). * 10.1 Contingent Value Rights Agreement dated September 16 , 2024, by and between ANI Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company . 23.1 Consent of Grant Thornton LLP, the Independent Registered Public Accounting Firm of Alimera Sciences, Inc. 99.1 Audited financial statements of Alimera Sciences, Inc. as of and for the years ended December 31, 2023 and 2022 (incorporated by reference to Part IV – Item 15. Exhibits and Fi

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 thereunto duly authorized. Dated: September 20, 2024 ANI PHARMACEUTICALS, INC. By: /s/ Stephen P. Carey Name: Stephen P. Carey Title: Senior Vice President Finance and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR