US-based biopharmaceutical firm Paratek Pharmaceuticals has signed a definitive merger agreement to acquire Optinose, including its approved product Xhance, for up to $330m.
Under the terms of the agreement, Optinose shareholders would receive up to $14 per share, including CVRs linked to future commercial milestones.
It includes an upfront payment of $9 per share and contingent value rights (CVRs) of up to $5 per share, contingent on Xhance achieving specified sales milestones.
The boards of both companies have unanimously approved the transaction.
The acquisition is expected to close by mid-2025, subject to the satisfaction of certain customary closing conditions and regulatory approvals.
Paratek intends to finance the acquisition through capital support from B-FLEXION Life Sciences, Novo Holdings, and debt from Oaktree Capital Management.
Paratek CEO Evan Loh said: “With its recent label expansion, Xhance is now the first and only product approved for patients with CRS with or without nasal polyps.
“The Xhance indications represent overlapping call points with Nuzyra, creating opportunities for Paratek to broaden reach and awareness beyond specialists to primary care providers that Paratek is uniquely suited to maximise.
“Importantly, the majority of the primary care physicians Paratek calls on for Nuzyra and its approved indications are also treating patients with CRS, offering a key overlap in targets for our salesforce.
“This transaction creates a stronger platform for future product acquisitions as we leverage our capabilities and further expand our portfolio.”
Upon closing of the acquisition, Optinose’s shares will be delisted from NASDAQ.
Xhance is a drug-device combination product intended for chronic rhinosinusitis (CRS) with or without nasal polyps, addressing a significant unmet clinical need.
Paratek plans to leverage its expanded commercial infrastructure to enhance the adoption of Xhance among specialists and primary care providers.
The acquisition will expand Paratek’s commercial portfolio beyond its flagship antibiotic, Nuzyra, and strengthen its position in the speciality therapies market.
Lazard served as the exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom as legal advisor to Paratek, on the transaction.
Evercore served as the exclusive financial advisor, and Hogan Lovells as the legal advisor to Optinose.
Optinose CEO Ramy Mahmoud said: “We have been exploring opportunities to make more patients and doctors aware of Xhance and the benefits it can offer to patients suffering from this common condition.
“Paratek, with its robust commercial and medical capabilities, has the potential to rapidly extend awareness of Xhance to primary care providers who treat the majority of patients with CRS.
“We are excited about the many ways in which this transaction creates opportunities for Xhance to help more patients achieve better symptom control while creating near- and long-term value for Optinose’s shareholders.”
