Immedica Pharma AB, a global leader in rare disease therapies, has announced a definitive agreement to acquire Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS) for approximately $151 million. The transaction involves a cash tender offer and subsequent merger, with the deal expected to close in Q1 2025.
This acquisition will bolster Immedica’s presence in the rare disease space by adding ZTALMY® (ganaxolone), a neuroactive steroid approved for treating seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients aged two years and older.
Key Transaction Highlights
- Strategic Fit: The acquisition strengthens Immedica’s rare disease portfolio, adding ZTALMY®, which has regulatory approvals across the U.S., Europe, the UK, and China, with further expansion potential.
- North American Market Entry: Provides Immedica immediate access to the U.S. market, supported by a commercial-stage product and an experienced team.
- Financials:
- Cash tender offer price: $0.55 per share.
- Premiums: 48% over the closing price on December 27, 2024, and 97% over the 30-day volume-weighted average.
- Unanimous Board Support: Marinus’ Board of Directors unanimously approved the transaction, recommending stockholders tender their shares.
Executive Remarks
- Anders Edvell, M.D., Ph.D., CEO of Immedica: “This acquisition marks a transformative step for Immedica, expanding our presence in the U.S. and enhancing our ability to deliver impactful therapies for underserved patient populations.”
- Scott Braunstein, M.D., CEO of Marinus: “This partnership aligns with our shared commitment to improving outcomes for rare disease patients, ensuring ZTALMY can achieve its full potential.”
Advisors
- Immedica: MTS Health Partners LP (financial advisor), Gibson, Dunn & Crutcher LLP (legal counsel), Fuchs Patentanwälte Partnerschaft mbB (intellectual property counsel).
- Marinus: Barclays Capital Inc. (financial advisor), Hogan Lovells LLP (legal counsel).
The merger represents the culmination of Marinus’ strategic review to maximize shareholder value. Following the transaction’s completion, Immedica aims to accelerate its revenue growth and strengthen its position as a leading rare disease company.
