Marinus Pharmaceuticals to Be Acquired by Immedica
Immedica Pharma AB, a global leader in rare diseases, and Marinus Pharmaceuticals, Inc. (Nasdaq: MRNS), a company dedicated to enhancing the lives of patients with seizure disorders, have announced a merger agreement. Under the terms of the deal, Immedica will acquire Marinus through a tender offer followed by a merger.
This acquisition significantly strengthens Immedica’s rare disease portfolio, particularly with the addition of ZTALMY® (ganaxolone) oral suspension. ZTALMY is a neuroactive steroid that modulates the gamma-aminobutyric acid (GABA)-A receptor. It was approved by the U.S. Food and Drug Administration (FDA) in March 2022 for treating seizures associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients aged two years and older. The acquisition of Marinus Pharmaceuticals enhances Immedica’s offering in the rare disease space, particularly for those suffering from severe neurological conditions.
Strategic Rationale Behind the Acquisition
The acquisition of Marinus Pharmaceuticals provides a number of strategic advantages for Immedica. First, it grants Immedica the global rights to ZTALMY, a commercially available treatment that has already been approved by multiple regulatory bodies, including the FDA, the European Commission (EC), the UK Medicines and Healthcare Products Regulatory Agency (MHRA), and the National Medicines Product Administration (NMPA) in China.
These approvals in major markets set the stage for expanded global reach, and the addition of ZTALMY to Immedica’s portfolio accelerates its market penetration. Furthermore, Immedica gains access to an experienced commercial team through the acquisition of Marinus Pharmaceuticals, which will help the company enter the North American market and expedite its transition to generating revenue from a commercially available rare disease product.
Acquiring Marinus Pharmaceuticals and ZTALMY also positions Immedica for accelerated growth in the rare disease sector, particularly within neurology. ZTALMY has already been approved for use in patients with CDKL5 deficiency disorder (CDD), a rare genetic disorder that leads to severe and often treatment-resistant seizures. With few effective treatments available for this patient population, ZTALMY offers a promising therapeutic solution, providing Immedica with an opportunity to make a meaningful impact on patient care and outcomes.
Transaction Details
The acquisition involves a cash tender offer, where Immedica will purchase all outstanding shares of Marinus Pharmaceuticals at USD 0.55 per share, representing an enterprise value of approximately USD 151 million. This offer includes a 48% premium over Marinus Pharmaceuticals’ closing share price on December 27th, 2024, and a 97% premium over the 30-day volume-weighted average price.
The Board of Directors of Marinus Pharmaceuticals has unanimously approved the transaction and recommended that its stockholders tender their shares in favor of the offer. Additionally, directors and executives at Marinus Pharmaceuticals have committed to tendering their shares in support of the acquisition.
This acquisition follows Marinus Pharmaceuticals’ strategic review, initiated in October 2024, to explore options for maximizing shareholder value. The transaction is expected to close in the first quarter of 2025, contingent upon shareholder approval and the tendering of a majority of Marinus Pharmaceuticals’ outstanding shares. After the completion of the tender offer, any remaining shares will be acquired through a second-step merger at the same per-share price.
Leadership Commentary
Anders Edvell, M.D. Ph.D., CEO of Immedica, expressed his enthusiasm about the acquisition, saying, “This acquisition represents a transformative step for Immedica, as we continue to solidify our position as a leader in the rare disease space. By adding ZTALMY to our portfolio, we are expanding our capabilities and strengthening our presence in the U.S. market, which is crucial to our mission of delivering impactful therapies to underserved patient populations.”
He further emphasized that ZTALMY addresses a significant unmet need in the treatment of CDKL5 deficiency disorder, particularly for patients suffering from refractory seizures. “ZTALMY offers a differentiated solution, with the potential to significantly improve the care and outcomes for these patients,” Edvell concluded.
Scott Braunstein, M.D., CEO of Marinus Pharmaceuticals, also shared his thoughts on the acquisition, noting, “We are extremely proud of our team at Marinus Pharmaceuticals for delivering the first FDA-approved treatment for seizures associated with CDD. This acquisition ensures that ZTALMY will continue to make a meaningful impact on patients while providing substantial value to Marinus Pharmaceuticals’ shareholders.”
Advisors
MTS Health Partners LP is acting as Immedica’s exclusive financial advisor for the transaction, with legal counsel provided by Gibson, Dunn & Crutcher LLP and intellectual property advice from Fuchs Patentanwälte Partnerschaft mbB. On the Marinus Pharmaceuticals side, Barclays Capital Inc. is serving as its exclusive financial advisor, with legal counsel provided by Hogan Lovells LLP.
About ZTALMY® (ganaxolone) Oral Suspension
ZTALMY (ganaxolone) is a neuroactive steroid that acts on the GABA-A receptor in the brain, a well-established target for managing seizures. It has been approved by the FDA, EC, MHRA, and NMPA for patients with CDKL5 deficiency disorder, offering a critical treatment option for a rare and challenging condition. With the acquisition of Marinus Pharmaceuticals, Immedica aims to expand access to this valuable therapy, providing much-needed relief for patients living with CDD.
Please find the related post
