Total Transaction Valued in Excess of $500 Million,
Representing a 50% Premium
Corium International, Inc. (Nasdaq: CORI), a commercial-stage
biopharmaceutical company focused on the development, manufacture
and commercialization of specialty transdermal products, today
announced that it has entered into a definitive merger agreement
under which Gurnet Point Capital (GPC), a private investment firm
focused on the healthcare and life sciences sectors, will acquire
Corium. The transaction is structured as a tender offer followed
immediately by a merger. Corium’s board of directors has
unanimously approved the transaction.
Under the terms of the merger agreement, GPC will pay $12.50 per
share in cash upon the closing. The agreement also provides for a
Contingent Value Right (CVR) of $0.50 per share that is payable
based on the U.S. Food and Drug Administration’s approval of
Corium’s lead product candidate, Corplex Donepezil, for the
treatment of Alzheimer’s disease, prior to March 31, 2020.
Including the CVR payment, the transaction is valued at up to $504
million. The total offer amount, including the CVR amount,
represents a 42% premium over the 30-day volume-weighted average
price of Corium’s common stock. The $12.50 per share closing amount
represents a 50% premium over the closing price on October 10,
2018. Following the transaction, which is expected to close by the
end of 2018, Corium will also offer to repurchase all of its $120
million in convertible notes.
“After an extensive evaluation of potential partnering
opportunities, we concluded that the value and certainty provided
in the proposed transaction is in the best interests of Corium’s
shareholders, and provides Corium with the financial and other
resources needed to bring Corplex Donepezil through regulatory
approval and commercialization,” said Peter Staple, President and
Chief Executive Officer of Corium. “Our management, R&D and
product manufacturing teams look forward to working with GPC as we
prepare to submit our regulatory application for Corplex Donepezil,
and extend our leadership position in developing new transdermal
products that address significant patient need.”
“The Corium team has established a unique capability for
developing and manufacturing innovative transdermal products, and
we are excited to provide additional resources to ensure Corplex
Donepezil becomes available to patients with Alzheimer’s disease as
soon as possible,” said Chris Viehbacher, Managing Partner of GPC.
“Our team, which brings decades of experience in the life sciences
and healthcare sectors, will support the Corium team and its
strategy for creating additional novel products like Corplex
Donepezil. We will also be providing a significant financial
investment to quickly expand Corium’s operations and establish a
commercial organization that can effectively bring these products
to the market upon approval, including the addition of a dedicated
sales force that is scaled appropriately for the products and their
prescribers.”
Following completion, Corium will become a private company,
wholly owned by GPC, and will no longer be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended,
nor be traded on Nasdaq Global Select Market. The Company plans to
maintain operations in the Menlo Park, CA and Grand Rapids, MI
areas.
Corium’s largest stockholder, Essex Woodlands, has entered into
a support agreement to tender its shares in this
transaction.
Advisors
Guggenheim Securities is acting as financial advisor to Corium
and Fenwick & West LLP is acting as legal advisor to Corium.
Weil, Gotshal & Manges LLP is acting as legal advisor to
GPC.
About Corium
Corium is a commercial-stage biopharmaceutical company focused
on the development, manufacture and commercialization of specialty
pharmaceutical products that leverage the company's broad
experience with advanced transdermal and transmucosal delivery
systems. Corium has multiple proprietary programs in preclinical
and clinical development, focusing primarily on the treatment of
neurological disorders, with lead programs in Alzheimer's disease.
Corium has developed and is the sole commercial manufacturer of
seven prescription drug and consumer products with partners Mayne
Pharma and Procter & Gamble. The company has two proprietary
transdermal platforms: Corplex™ for small molecules and MicroCor®,
a biodegradable microstructure technology for small molecules and
biologics, including vaccines, peptides and proteins. For further
information, please visit www.coriumintl.com.
About Gurnet Point Capital
Gurnet Point Capital is a unique healthcare fund founded by
Ernesto Bertarelli and led by Chris Viehbacher, who, together, have
decades of expertise in an industry for which they share a passion,
both as Chief Executives and as investors. With an initial
allocation of $2 billion, GPC is investing long-term capital
and supporting entrepreneurs in building a new generation of
companies. Based in Cambridge, MA, its remit is global,
encompassing life sciences and medical technologies. The fund
invests across all stages of product development through to
commercialization and does so with an approach that is a hybrid of
venture and private equity investing strategies.
www.gurnetpointcapital.com.
Forward-looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended, that involve risks and uncertainties, including,
without limitation, statements regarding the expected benefits and
costs of the proposed transaction contemplated by the agreement
between GPC and Corium; the expected timing of the completion of
the proposed transaction; the ability of GPC and Corium to complete
the proposed transaction given the various closing conditions, some
of which are outside the parties’ control, including those
conditions related to regulatory approvals; the likelihood that the
milestone underlying the CVR will be achieved; and any statements
regarding the assumptions underlying any of the foregoing.
Statements containing words such as “could,” “believe,” “expect,”
“intend,” “anticipate,” “will,” “may,” or similar expressions
constitute forward-looking statements. Forward-looking statements
are based on management's current expectations and projections and
are subject to risks and uncertainties, which may cause actual
events and results to differ materially from the statements
contained herein. Factors that may contribute to such differences
include, but are not limited to, risks related to
(i) uncertainties as to the timing of the proposed
transaction; (ii) the risk that the proposed transaction may
not be completed in a timely manner or at all;
(iii) uncertainties as to the percentage of Corium’s
stockholders that will support the proposed transaction and tender
their shares; (iv) the possibility that competing offers or
acquisition proposals for Corium will be made; (v) the
possibility that any or all of the various conditions to the
consummation of the proposed transaction may not be satisfied or
waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals);
(vi) the occurrence of any event, change or other circumstance
that could give rise to the termination of the agreement between
GPC and Corium, including in circumstances that would require
Corium to pay a termination fee or other expenses; (vii) risks
regarding GPC’s failure to obtain the necessary financing to
complete the proposed transaction; (viii) the effect of the
announcement or pendency of the proposed transaction on Corium’s
ability to retain and hire key personnel, its ability to maintain
relationships with its partners, suppliers, licensees and others
with whom it does business, or its operating results and business
generally; (ix) risks related to diverting management’s
attention from Corium’s ongoing business operations; (x) the
risk that unexpected costs will be incurred in connection with the
proposed transaction; (xi) changes in economic conditions,
political conditions, regulatory requirements, licensing
requirements and tax matters; (xii) the risk that stockholder
litigation in connection with the proposed transaction may result
in significant costs of defense, indemnification and liability and
(xiii) other factors as set forth from time to time in
Corium’s filings with the Securities and Exchange Commission (the
“SEC”), which are available on Corium’s investor relations website
at ir.coriumgroup.com and on the SEC’s website at www.sec.gov. The
foregoing list of risks and uncertainties is illustrative, but is
not exhaustive. Undue reliance should not be placed on
forward-looking statements, which speak only as of the date they
are made. Except as may be required by law, Corium does not intend,
and undertakes no duty, to update any forward-looking statements to
reflect new information, events or circumstances after the date
they were made or to reflect the occurrence of unanticipated
events.
Additional Information and Where to Find It
The tender offer for the outstanding shares of Corium’s common
stock has not yet commenced. This press release is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares, nor is it a substitute
for the tender offer materials that Gurnet Point Capital will file
with the SEC. At the time the tender offer is commenced,
Gurnet Point Capital will file tender offer materials on Schedule
TO, and thereafter Corium will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF CORIUM’S
COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF SHARES OF CORIUM’S COMMON STOCK SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The tender offer materials will be made available to all holders
of Corium’s common stock at no expense to them and also will be
made available for free at the SEC’s website at www.sec.gov.
Additional copies of the tender offer materials may be obtained for
free by directing a written request to Corium at 235 Constitution
Drive, Menlo Park, CA 94025, or by telephone at 650-298-8255. In
addition to the offer to purchase, the related letter of
transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, Corium files annual,
quarterly and current reports and other information with the SEC.
These filings with the SEC are available to the public for free at
the SEC’s website at www.sec.gov.
Investor Contact:Chiara
Russocrusso@soleburytrout.com617-221-9197
Media Contact:Brad Milesbmiles@soleburytrout.com646-513-3125
Source: Corium
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