On Monday, ANI Pharmaceuticals Inc ( ANIP ) agreed to acquire Alimera Sciences Inc ( ALIM ) for $5.50 per share in cash and one non-tradable contingent value right (CVR) of up to $0.50 per share upon the achievement of certain net revenue targets in 2026 and 2027.

ANI will also repay $72.5 million of Alimera debt.

The transaction, which values Alimera at approximately $381 million in upfront consideration, has been approved by both the ANI and Alimera Boards of Directors and is expected to close late in the third quarter of 2024.

Alimera’s two commercial products include

Iluvien (fluocinolone acetonide intravitreal implant 0.19mg) is indicated for diabetic macular edema in the U.S., Europe and the Middle East and chronic non-infectious uveitis affecting the posterior segment (NIU-PS) in Europe and the Middle East.

Yutiq (fluocinolone acetonide intravitreal implant 0.18mg) is available in the U.S. only and is indicated for chronic NIU-PS.

Nikhil Lalwani, President and CEO of ANI, stated, “We believe ANI’s proven commercial execution capabilities can further unlock ILUVIEN and YUTIQ, two growing and durable assets that would add approximately $105 million in pro forma 2024 revenues to our Company.”

Transaction Rationale

The combination with Alimera will create an attractive Rare Disease growth platform which is expected to account for approximately 45% of pro forma 2024 revenues.

The transaction also expands ANI’s footprint beyond the U.S. with the addition of Alimera’s direct marketing operations in Germany, the United Kingdom, Portugal, and Ireland, as well as its partnerships in Europe, Asia, and the Middle East.

During the first quarter of 2024, ANI launched a targeted ophthalmology-focused sales force for Cortrophin Gel. The transaction will expand the reach of the ophthalmology sales team to over 3,600 physicians. Importantly, the company estimates that there is over 50% overlap between high-potential prescribers of Cortrophin Gel and ILUVIEN / YUTIQ.

ANI expects high single-digit to low double-digit accretion in adjusted non-GAAP EPS in 2025 and substantial accretion thereafter.

The transaction is anticipated to deliver an additional $35 million – $38 million in 2025 adjusted non-GAAP EBITDA inclusive of approximately $10 million in identified cost synergies with additional EBITDA contribution expected from accelerated growth of Cortrophin Gel within ophthalmology.

ANI anticipates 3.2x pro-forma leverage upon closing and significant organic de-levering in 2025.

Price Action: ALIM shares are up 76.5% at $5.56 at the last check on Monday.