STOCKHOLM & RADNOR, Pa. - Immedica Pharma AB, a global rare disease pharmaceutical company, has agreed to acquire Marinus (NASDAQ:MRNS) Pharmaceuticals, Inc. (NASDAQ:MRNS), a company specializing in treatments for seizure disorders, in a deal valued at approximately $151 million. The transaction, which involves a cash tender offer of $0.55 per share for Marinus, is expected to close in the first quarter of 2025.
This acquisition will provide Immedica with the global rights to ZTALMY® (ganaxolone) oral suspension, a medication approved by the U.S. Food and Drug Administration (FDA) and other international health agencies for the treatment of seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients two years of age and older. The move is anticipated to accelerate Immedica’s growth in the North American market and contribute to its revenue growth by adding a commercial-stage asset.
The Board of Directors of Marinus has unanimously approved the transaction and recommended that their stockholders accept the tender offer. The offer represents a premium of 48% over Marinus’s closing share price as of December 27, 2024, and a 97% premium based on the 30-day volume-weighted average price preceding the announcement. This premium comes after a challenging year for Marinus, with InvestingPro data showing the stock had declined over 96% year-to-date before this announcement. InvestingPro analysis indicates the company is currently trading below its Fair Value, with 13 additional ProTips available to subscribers.
Anders Edvell, M.D., Ph.D., and CEO of Immedica, expressed that the acquisition marks a significant step in strengthening their position in the rare disease market and expanding their presence in the United States. Scott Braunstein, M.D., Chairman and CEO of Marinus, also stated that the acquisition is expected to enable ZTALMY to have an even greater impact on patients while providing meaningful value to Marinus’s stockholders.
The closing of the tender offer is subject to customary conditions, including the tender of shares representing at least a majority of Marinus’s outstanding shares of common stock. Advisors on the transaction include MTS Health Partners LP and Gibson, Dunn & Crutcher LLP for Immedica, and Barclays (LON:BARC) Capital Inc. and Hogan Lovells LLP for Marinus.
The information regarding this acquisition is based on a press release statement.
In other recent news, Marinus Pharmaceuticals has announced the termination of its collaboration and supply agreements with Orion Corporation, a move that aligns with its strategic review of alternatives. As a result, Orion is relieved from a pending €500,000 development cost payment for Q4 2024, while Marinus may potentially pay Orion €1,500,000 under certain conditions. The biopharmaceutical company has also initiated a retention plan for its executives and faces a risk of delisting from the Nasdaq due to failure to meet minimum bid price and market value requirements.
Marinus Pharmaceuticals has seen significant changes in its board structure with three members resigning. Furthermore, the company experienced a setback with the failed Phase III trial of its drug ganaxolone, which led to stock downgrades by Jefferies, Baird, and Truist Securities. Despite these challenges, Marinus reported Q2 net product revenues of $8 million, primarily due to ZTALMY, and plans to launch ZTALMY for tuberous sclerosis complex in 2025, targeting net product revenues between $33 million and $35 million for 2024.
Marinus has secured a new U.S. patent for ZTALMY, set to expire in September 2042. Analysts at TD Cowen and Oppenheimer have maintained a Buy rating and upgraded the stock to Outperform, respectively. These are the recent developments surrounding Marinus Pharmaceuticals.
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