Pharma Focus Asia

Xeris Pharmaceuticals Completes Acquisition of Strongbridge Biopharma

Wednesday, October 06, 2021

Xeris Pharmaceuticals, Inc., a pharmaceutical company leveraging its novel formulation technology platforms to develop and commercialize ready-to-use injectable drug formulations, today announced that it has successfully completed the previously announced acquisition of Strongbridge Biopharma plc. Under the terms of the acquisition agreement, the businesses of Xeris and Strongbridge are now combined under Xeris Biopharma Holdings, Inc. Strongbridge shares and Xeris shares ceased trading on the Nasdaq Global Select Market (“Nasdaq”) at the close of business today. Shares of Xeris Biopharma Holdings are expected to begin trading on the Nasdaq under the ticker symbol “XERS” on October 6, 2021.

“We remain very enthusiastic about the combination. The new Xeris BioPharma will have two marketed products showing very positive growth, another potential commercial asset currently in front of the FDA that could launch in early 2022 and additional assets under development. With the close of the acquisition, we are ready to execute our integration plan and begin to realize the compelling strategic and financial benefits of the combination. In addition to highly differentiated products with multiple value inflection points, our pipeline, drug development talent and commercial infrastructure will enable us to accelerate product launches and drive further growth in the future as well,” said Paul R. Edick, Chairman and CEO of Xeris BioPharma Holdings, Inc. “I want to thank the Xeris team who have worked diligently to get us to this point in our growth as a company and welcome the Strongbridge team to help drive our next phase of growth. I am extremely excited about what the future potential of Xeris Biopharma brings for all of us, our shareholders, and ultimately the patient communities we serve.”

The stock and contingent value rights (“CVRs”) consideration payable in the transaction, when including the maximum aggregate amount payable under the CVRs, values Strongbridge at approximately $267 million based on the closing price of Xeris common stock of $3.47 on May 21, 2021 and Strongbridge’s fully diluted share capital. Under the terms of the transaction, each ordinary share of Strongbridge outstanding as of the close of the transaction has been converted into the right to receive a fixed exchange ratio of 0.7840 shares of Xeris Biopharma Holdings common stock and 1 non-tradeable CVR, worth up to an additional $1.00 payable in cash or Xeris Biopharma Holdings common stock (at Xeris Biopharma Holdings’ election) upon achievement of the following triggering events: (i) the listing of at least one issued patent for KEVEYIS® in the U.S. Food & Drug Administration’s Orange Book by the end of 2023 or at least $40 million in KEVEYIS® annual net sales in 2023 ($0.25 per ordinary share), (ii) achievement of at least $40 million in RECORLEV® annual net sales in 2023 ($0.25 per ordinary share), and (iii) achievement of at least $80 million in RECORLEV® annual net sales in 2024 ($0.50 per ordinary share). The minimum payment on the CVR per Strongbridge ordinary share is zero and the maximum payment is $1.00 in cash or Xeris Biopharma Holdings common stock, at Xeris Biopharma Holdings’ election.

Following the close of the transaction, former Xeris shareholders own approximately 60% of Xeris Biopharma Holdings, while former Strongbridge shareholders own approximately 40%.

In conjunction with the close of the transaction, John H. Johnson, Strongbridge’s former CEO, and Garheng Kong, M.D., PhD, MBA, Strongbridge’s former Chairman of the board of directors of Strongbridge, will join the Board of Directors of Xeris Biopharma Holdings as new independent directors, increasing the size of the Board to eight members.

“On behalf of our Board of Directors, we welcome John and Garheng and their wealth of insights and experiences from across the industry, and specifically their intimate knowledge of Strongbridge Biopharma,” said Paul R. Edick, Chairman and Chief Executive Officer of Xeris Biopharma Holdings. “As Xeris Biopharma continues to grow and evolve as a commercial company, we look forward to collaborating with them to shape our strategic plans and advance our mission.”

SVB Leerink LLC is acting as financial advisor to Xeris, and Goodwin Procter LLP and A&L Goodbody LLP are serving as legal counsel. MTS Health Partners, LP is acting as financial advisor to Strongbridge, and Skadden, Arps, Slate, Meagher & Flom, LLP and Arthur Cox LLP are serving as legal counsel.

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