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ANI Pharmaceuticals to Further Expand Rare Disease Business through Acquisition of Alimera Sciences Conference call scheduled for today at 8:30 a.m. ET Strengthens Rare Disease segment as largest dr

Key Takeaway: ANI Pharmaceuticals to Further Expand Rare Disease through Acquisition of Alimera Sciences Conference call scheduled for today at 8:30 Princeton, NJ and Atlanta, GA, June 24, 2024 (GLOBE NEWSWIRE) -- ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) ("ANI" or the "Company") and Alimer

Full Press Release Details

ANI Pharmaceuticals to Further Expand Rare Disease
through Acquisition of Alimera Sciences
Conference call scheduled for today at 8:30
Princeton, NJ and Atlanta, GA, June 24, 2024 (GLOBE NEWSWIRE)
-- ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) ("ANI" or the "Company") and Alimera Sciences, Inc. (Nasdaq:
ALIM) ("Alimera") today announced they have signed a definitive agreement pursuant to which ANI will acquire Alimera for $5.50
per share in cash at closing and one non-tradable contingent value right (CVR) representing the right to receive up to $0.50 per share
upon the achievement of certain net revenue targets in 2026 and 2027. The transaction, which values Alimera at approximately $381 million
in up front 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, as further described below.
Alimera is a global pharmaceutical company whose mission is to be
invaluable to patients, physicians and partners concerned with maintaining better vision longer. Alimera's two commercial
products treat diabetic macular edema (DME) and chronic non-infectious uveitis affecting the posterior segment (NIU-PS) of the eye.
ILUVIEN (fluocinolone acetonide intravitreal implant 0.19mg) is indicated for DME in the U.S., Europe and the Middle East as well as
for 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 the treatment of chronic NIU-PS.
Nikhil Lalwani, President and CEO of ANI, stated, "We believe
this is a transformational acquisition for ANI, and one that aligns with our strategy to expand our Rare Disease business and deliver
on our purpose of Serving Patients, Improving Lives'. Late last year, we identified ophthalmology as a key strategic
therapeutic area for the Company and, in the first quarter of 2024, expanded our Rare Disease team to promote Purified Cortrophin
Gel (Cortrophin Gel) to ophthalmologists. Alimera represents what we believe is a highly synergistic complement to this newly established
specialty and will leverage our existing Rare Disease infrastructure. 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. The transaction is expected to drive substantial shareholder value creation through high single-digit to low double-digit
accretion in adjusted Non-GAAP EPS in 2025 and a substantial increase in accretion thereafter.'"
Rick Eiswirth, President and CEO of Alimera, commented, "We are
pleased to have reached this agreement with ANI, which we believe recognizes the value we have created at Alimera and creates compelling
value for our shareholders. ANI and Alimera share a common mission of putting patients first, and this complementary transaction creates
a bigger platform to leverage our global infrastructure and outstanding team. I would like to thank Alimera employees, past and present,
for always finding a way to help patients maintain better vision longer. We look forward to working with ANI to complete this transaction
and help grow its presence in the ophthalmology segment."
Transaction Rationale
Terms of the Transaction & Financing
Under the terms of the merger agreement, ANI will acquire all of the
outstanding shares of Alimera for $5.50 per share, which represents a 75% premium to Alimera's closing share price of $3.15 on June 21,
2024 and 82% premium to Alimera's 30-day volume weighted average price of $3.03. ANI will also repay $72.5 million of Alimera debt.
Alimera investors will also be entitled to a CVR for up to $0.50 per
share, based on achieving net revenue in excess of specified thresholds in 2026 and 2027:
The transaction is not subject to a financing condition. ANI
intends to finance the transaction using a combination of cash on hand and debt financing. ANI has obtained $280M of committed
financing from J.P. Morgan and Blackstone Credit & Insurance.
The transaction has been approved by the Boards of Directors of both
companies. The transaction is expected to close late in the third quarter of 2024, subject to customary closing conditions, including
receipt of required regulatory approvals and approval by Alimera's shareholders.
Guggenheim Securities, LLC is acting as lead financial advisor to ANI
and Raymond James & Associates, Inc. is also acting as financial advisor. Hughes Hubbard & Reed LLP is acting as
legal advisor to ANI. Centerview Partners LLC is acting as lead financial advisor to Alimera, with Perella Weinberg Partners also acting
as a financial advisor to Alimera. DLA Piper is acting as legal advisor to Alimera.
The Company's management will host a conference call today to
discuss this transaction.
Date Monday, June 24, 2024
Time 8:30 ET
Toll free (U.S.) 800-225-9448
This conference call will also be webcast and can be accessed
from the "Investors" section of ANI's website at www.anipharmaceuticals.com. The
webcast replay of the call will be available at the same site approximately one hour after the end of the call. A replay of the
conference call will also be available within two hours of the call's completion and will remain accessible for two weeks by
dialing 877-856-8965 and entering access code 4630647.
About ANI Pharmaceuticals, Inc.
ANI Pharmaceuticals, Inc. (Nasdaq: ANIP) is a diversified biopharmaceutical
company serving patients in need by developing, manufacturing, and marketing high-quality branded and generic prescription pharmaceutical
products, including for diseases with high unmet medical need. The Company is focused on delivering sustainable growth by scaling up its
Rare Disease business through its lead asset Purified Cortrophin Gel, strengthening its Generics business with enhanced research
and development capabilities, delivering innovation in Established Brands, and leveraging its U.S. based manufacturing footprint. For
more information, visit our website www.anipharmaceuticals.com.
About Alimera Sciences, Inc.
Alimera Sciences is a global pharmaceutical company
whose mission is to be invaluable to patients, physicians and partners concerned with retinal health and maintaining better vision longer.
For more information, please visit www.alimerasciences.com.
ANI Forward-Looking Statements
This press release contains not only historical information, but
also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements represent the Company's and Alimera's expectations or beliefs concerning future events,
including the timing of the transaction and other information relating to the proposed transactions including statements regarding
the benefits of proposed transaction and the anticipated timing of the Proposed Transactions. These forward-looking statements
generally are identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "continue," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "shall,"
"would" other words of similar meaning, derivations of such words and the use of future dates. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking statements: (i) the risk that the proposed transaction may
not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed
transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the delay or termination
of the proposed transaction, (iv) the inability to complete the proposed transaction due to the failure of a party or parties
to satisfy conditions to completion of the proposed transaction, including the receipt on a timely basis or at all of any required
regulatory clearances and receipt by Alimera of stockholder approval, (v) the failure of the contemplated debt financing or any
alternative financing to be obtained on a timely basis or at all, (vi) the effect of the announcement or pendency of the
proposed transaction on the Company's and/or Alimera's business relationships, operating results, and business
generally, (vii) risks that the proposed transaction may disrupt current plans and operations of the Company and/or Alimera and
potential difficulties of Alimera in retaining employees as a result of the proposed transaction, (viii) the outcome of any
legal proceedings that may be instituted in connection with the proposed transaction, (ix) volatility in the price of the
Company's and/or Alimera's stock, including as a result of the proposed transaction, (x) changes in competitive and
regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and
regulations affecting the Company's business and changes in the combined capital structure, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize
additional opportunities and, in particular, failure to achieve anticipated synergies, (xii) costs and regulatory requirements
relating to contract manufacturing arrangements, (xiii) delays or failure in obtaining product approvals from the FDA,
(xiv) general business and economic conditions, (xv) market trends for the Company's and/or Alimera's
products, including but not limited to, ILUVIEN, YUTIQ and Cortrophin Gel, and the ability to achieve anticipated sales for
such products, (xvi) regulatory environment and changes, (xvii) regulatory and other approvals relating to product
Last updated: Jun 24, 2024