Full Press Release Details
Collegium to Acquire BioDelivery Sciences Broadening
- Expected to be Immediately and Highly Accretive
Driven by Identified Annual Synergies of at Least $75 Million -
- Will Diversify Revenue Growth and Accelerate
Cash Flow Generation -
Addition of BELBUCA Provides a Second Growth Driver and ELYXYB Establishes Foothold in Neurology
- Conference Call Scheduled for Today at 8:30
Mass. and Raleigh, N.C., February 14, 2022 -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL) and BioDelivery Sciences
International, Inc. (NASDAQ: BDSI) today announced a definitive agreement pursuant to which Collegium will acquire BDSI for $5.60
BDSI has a portfolio of pain and neurology products that address serious
and debilitating conditions. BDSI's commercial growth driver, BELBUCA, is a meaningfully differentiated schedule III opioid product
and is highly complementary to Collegium's portfolio of pain products. Additional products in the BDSI portfolio include Symproic ,
a contributor, and ELYXYB, a neurology product in its early launch phase.
are excited to announce this acquisition, which represents a major step forward in our mission to build a leading, diversified specialty
pharmaceutical company committed to improving the lives of people suffering from serious medical conditions," said Joe Ciaffoni,
President and Chief Executive Officer of Collegium. "The BDSI portfolio expands and enhances Collegium's differentiated pain
offerings and establishes a foothold in neurology, a strategic market adjacency. Importantly, we expect this acquisition will be immediately
and highly accretive by expanding our revenue scale and generating significant synergies."
are pleased to announce the transaction with Collegium, which we view as a testament to the attractiveness of our portfolio and
long-term value of our brands," said Jeff Bailey, Chief Executive Officer of BDSI. "Our team has worked diligently to grow
our differentiated products. We believe that this transaction will deliver benefits to patients and prescribers and create significant
value for our shareholders."
Transaction Rationale
Additional Transaction Details
The transaction, which has been unanimously approved by the boards
of directors of both companies, is expected to close late in the first quarter 2022, subject to customary closing conditions, including
receipt of required regulatory approvals and the tender of a majority of outstanding shares of BDSI's common stock. Following the
successful closing of the tender offer, Collegium will acquire any shares of BDSI that are not tendered in the tender offer through a
second-step merger at the same consideration as paid in the tender offer.
Jefferies LLC is acting as the exclusive financial advisor to
Collegium. Moelis & Company LLC is acting as the exclusive financial advisor to BDSI. Troutman Pepper Hamilton Sanders
LLP is serving as legal counsel to Collegium. Goodwin Procter LLP is serving as legal counsel to BDSI.
Conference Call and Webcast
Company will host a conference call and live audio webcast on Monday, February 14, 2022, at 8:30 a.m. Eastern Time. To access
the conference call, please dial (877) 407-8037 (U.S.) or (201) 689-8037 (International) and reference the "Collegium Pharmaceutical
Investor Call." An audio webcast will be accessible from the Investors section of the Company's website: www.collegiumpharma.com.
The webcast will be available for replay on the Company's website approximately two hours after the event.
About Collegium Pharmaceutical, Inc.
Pharmaceutical is building a leading, diversified specialty pharmaceutical company committed to improving the lives of people suffering
from serious medical conditions. Collegium's headquarters are located in Stoughton, Massachusetts. For more information, please
visit the company's website at www.collegiumpharma.com.
About BioDelivery Sciences International, Inc.
BioDelivery Sciences International, Inc. is a commercial-stage
specialty pharmaceutical company dedicated to patients living with chronic conditions. BDSI has built a portfolio of differentiated pain
and neurology products and leverages its experienced sales and marketing organization to educate prescribers on their unique features.
BDSI's products address serious and debilitating conditions, including chronic pain, acute migraine and opioid-induced constipation.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of The Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as "predicts," "forecasts,"
"believes," "potential," "proposed," "continue," "estimates," "anticipates,"
"expects," "plans," "intends," "may," "could," "might," "should"
or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Examples of forward-looking
statements contained in this press release include, among others, statements related to the acquisition of BioDelivery Sciences International, Inc.
("BDSI") and the anticipated timing and benefits thereof, our strategy, plans, objectives, expectations (financial or otherwise)
and intentions, future financial results and growth potential, potential synergies, anticipated product portfolio, development programs,
patent terms and other statements that are not historical facts. Such statements are subject to numerous important factors, risks and
uncertainties that may cause actual events or results, performance, or achievements to differ materially from the company's current expectations.
Actual results may differ materially from management's expectations and such forward-looking statements in this press
release could be affected as a result of various important factors, including risks relating to, among others: risks related to our ability
to complete the transaction on the proposed terms and schedule or at all; whether the tender offer conditions will be satisfied, including
whether sufficient stockholders of BDSI tender their shares in the transaction; the outcome of legal proceedings that may be instituted
against BDSI and/or others relating to the transaction; the failure (or delay) to receive the required regulatory approvals relating to
the transaction; the possibility that competing offers will be made; risks related to the ability to realize the anticipated benefits
of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not
be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the transaction
making it more difficult to maintain business and operational relationships; negative effects of this announcement or the consummation
of the proposed acquisition on the market price of our common stock and/or operating results; significant transaction costs; unknown liabilities;
the risk of litigation and/or regulatory actions related to the proposed acquisition; risks related to future opportunities and plans
for BDSI and its products, including uncertainty of the expected financial performance of BDSI and its products; the impact of the COVID-19
pandemic on our ability to conduct our business, reach our customers, and supply the market with our products; our ability to commercialize
and grow sales of our products; our ability to manage our relationships with licensors; the success of competing products that are or
become available; our ability to obtain and maintain regulatory approval of our products and any product candidates, and any related restrictions,
limitations, and/or warnings in the label of an approved product; the size of the markets for our products and product candidates, and
our ability to service those markets; our ability to obtain reimbursement and third-party payor contracts for our products; the rate and
degree of market acceptance of our products and product candidates; the costs of commercialization activities, including marketing, sales
and distribution; changing market conditions for our products; the outcome of any patent infringement, opioid-related or other litigation
that may be brought by or against us, including litigation with Purdue Pharma, L.P.; the outcome of any governmental investigation related
to our business; our ability to secure adequate supplies of active pharmaceutical ingredient for each of our products and manufacture
adequate supplies of commercially saleable inventory; our ability to obtain funding for our operations and business development; regulatory
developments in the U.S.; our expectations regarding our ability to obtain and maintain sufficient intellectual property protection for
our products; our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products,
including U.S. Drug Enforcement Agency, or DEA, compliance; our customer concentration; and the accuracy of our estimates regarding expenses,
revenue, capital requirements and need for additional financing. These and other risks are described under the heading "Risk Factors"
in our and BDSI's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC. Any forward-looking
statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking
statements whether as a result of new information, future events or otherwise, after the date of this press release.
Additional Information about the Transaction and Where to Find It
tender offer (the "Offer") described in this press release has not yet commenced, and this release is neither a
recommendation, nor an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of BDSI or any other
securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter
of transmittal and related documents, will be filed with the SEC by Collegium and its acquisition subsidiary, and a
Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by BDSI. The Offer to purchase the outstanding
shares of common stock of BDSI will only be made pursuant to the offer to purchase, the letter of transmittal and related documents
filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN
OFFER TO PURCHASE, A LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING
THEIR SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. Investors and security holders may obtain a free copy
of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or
by directing such requests to the information agent for the Offer, which will be named in the tender offer statement. Investors and