Eagle Pharmaceuticals to acquire UK-based Acacia Pharma

Jeffrey Kanige//March 28, 2022//

Eagle Pharmaceuticals to acquire UK-based Acacia Pharma

Jeffrey Kanige//March 28, 2022//

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Specialty drugmaker said March 28 that it agreed to acquire plc in a deal that values the target at 94.7 million euros ($103.9 million).

Duxford, U.K.-based Acacia develops products designed to improve care for patients undergoing significant treatments such as surgery, other invasive procedures or chemotherapy. With the deal, Eagle adds two commercialized hospital products, Barhemsys and Bayfavo.

The former is the only antiemetic approved by the U.S. Food and Drug Administration for rescue treatment of postoperative nausea and vomiting despite prophylaxis. The buyer said the total estimated annual U.S. addressable market for prophylaxis and rescue is $2.7 billion.

Bayfavo is used for the induction and maintenance of procedural sedation in adults undergoing procedures lasting 30 minutes or less, with an estimated total addressable market in procedural sedation of more than $400,000 per year in the U.S.

Scott Tarriff, CEO and president, Eagle Pharmaceuticals. -AARON HOUSTON

“In recent years, the pharmaceutical industry has witnessed slower uptake of new products and longer ramp periods,” said Scott Tarriff, president and CEO of Woodcliff Lake-based Eagle. “In the face of further challenges brought about by the COVID-19 pandemic, many smaller underfunded companies experienced significant hurdles launching products. We therefore believe that Eagle is well suited to drive uptake of these two new products, building from Acacia Pharma’s established foundation since its launch, through our experienced and specialized hospital-based sales organization with minimal additional infrastructure.”

Eagle said the transaction will allow its hospital sales force to leverage existing relationships to promote the two products.

“We believe that Barhemsys and Byfavo address unmet clinical needs and are nearing usage inflection points, with strong formulary acceptance, and that with our longstanding relationships in the hospital space, we can accelerate uptake and capture the commercial potential of these assets. In doing so, we strive to impact and improve the care of patients undergoing medical treatments such as surgery and invasive procedures,” said Eagle Executive Vice President and Chief Commercial Officer Michael Moran. “Additionally, their value to anesthesia providers, who are key users, is important, facilitating precision medicine for patients. We see our sales infrastructure as a strategic asset, and as we add to our commercial product portfolio going forward, we plan to expand the size of our salesforce over the next two years.”

The deal is structured as a scheme of arrangement under Part 26 of the U.K. Companies Act 2006. Under the terms, each Acacia stockholder will receive 0.68 euros in cash and 0.0049 shares of Eagle common stock. In addition, Eagle will guarantee approximately 25.0 million euros of Acacia debt.

Both companies’ boards have approved the transaction, which is still subject to approval by Acacia shareholders and a U.K. court. If all conditions are met, closing is expected in the second quarter of 2022.

William Blair & Co. LLC is providing financial advice and Locust Walk served as a transaction advisor to Eagle. Cooley (UK) LLP is providing legal advice to Eagle with NautaDutilh BV providing counsel on Belgian legal issues. Greenhill & Co. International LLP and Jefferies International Limited are acting as co-financial advisors to Acacia. Sullivan & Cromwell LLP is acting as legal advisor to the target with Eubelius CVBA providing counsel on Belgian law and its listing on Euronext Brussels.