Full Press Release Details
Collegium to Acquire Ironshore Therapeutics,
Expanding into Neurology
- Adds Commercial Product Jornay
PM , Establishing Collegium's Presence in Neurology (ADHD) -
- H1'24 Jornay PM Prescriptions
Grew 32% Year-over-Year -
- Transaction Expected to be Immediately
Accretive to Adjusted EBITDA -
- Acquisition Funded by Collegium's
Cash on Hand and New Five-Year Financing with Significantly Improved Terms -
- Collegium Estimates Q2'24 Pain
Portfolio Net Revenue of $145 Million, Up 7% Year-over-Year; Reaffirms 2024 Financial Guidance for the Current Business -
- Conference Call Scheduled
for Today at 8:30 a.m. ET -
STOUGHTON, Mass. and GRAND CAYMAN, Cayman Islands, July 29, 2024
-- Collegium Pharmaceutical, Inc. (Nasdaq: COLL) and Ironshore Therapeutics Inc. today announced a definitive agreement pursuant to which
Collegium will acquire Ironshore for $525 million in cash with the potential for an additional $25 million commercial milestone payment.
Ironshore is a privately held, pharmaceutical company that markets
and distributes Jornay PM (methylphenidate HCl), a central nervous system (CNS) stimulant prescription medicine for the treatment of attention
deficit hyperactivity disorder (ADHD) in people six years of age and older and the only stimulant medication that is dosed in the evening.
The acquisition of Ironshore will represent a significant milestone in advancing Collegium's mission of building a leading, diversified
specialty pharmaceutical company by expanding the Company's business beyond pain management and establishing a commercial presence
in a new and growing market.
"The Ironshore acquisition is a unique opportunity to deliver
a transaction that is immediately accretive to Collegium while meeting all of our strategic objectives through the addition of a growing
commercial asset that diversifies our portfolio, has significant revenue potential and exclusivity into the 2030s," said Michael
Heffernan, Chairman and Interim President and Chief Executive Officer of Collegium. "The addition of Jornay PM will establish a
new presence for Collegium in ADHD, a large and growing market, where we can leverage our core commercial competencies and proven commercial
execution capabilities to maximize the brand's potential. Our healthy balance sheet and strong financial position enabled us to
secure attractive financing for the transaction with terms that reduce our cost of capital and enhance our flexibility in the management
"We are pleased to announce this transaction with Collegium,
which recognizes the value of Jornay PM and the success of Ironshore's talented team in the delivery of an important and differentiated
treatment option for patients with ADHD and their caregivers," said Stephanie Read, Chief Executive Officer of Ironshore. "Our
team has worked tirelessly to bring Jornay PM to the ADHD community and we are excited that Collegium recognizes Jornay PM's long-term
potential and is committed to supporting its continued growth."
Transaction Rationale
Additional Transaction Details
The transaction, which has been unanimously approved by the boards
of directors of both companies, is expected to close in the third quarter of 2024, subject to customary closing conditions, including
receipt of required regulatory approvals.
Lazard is acting as the exclusive financial advisor to Collegium. Centerview
Partners is acting as the exclusive financial advisor to Ironshore. Hogan Lovells is serving as M&A legal counsel to Collegium. Goodwin
Procter LLP is serving as M&A legal counsel to Ironshore. Cleary Gottlieb Steen and Hamilton LLP is serving as legal counsel
to Ironshore shareholders.
Collegium Preliminary Second Quarter 2024 Financial Results
For the second quarter ended June 30, 2024, Collegium estimates net
product revenues of $145 million, up 7% year-over-year.
Final second quarter 2024 financial results will be announced after
market close on Thursday, August 8, 2024.
Financial Guidance for 2024
The Company reaffirms its full-year 2024 guidance for Product Revenues,
Net, Adjusted Operating Expenses and Adjusted EBITDA for its current business, not including the impact of the planned acquisition of
| Product Revenues, Net | $580.0 to $595.0 million |
| Adjusted Operating Expenses (Excluding Stock-Based Compensation) | $120.0 to $125.0 million |
| Adjusted EBITDA (Excluding Stock-Based Compensation) | $380.0 to $395.0 million |
Conference Call and Webcast
Collegium will host a conference call and live audio webcast to discuss
the acquisition of Ironshore Therapeutics on Monday, July 29, 2024, at 8:30 a.m. ET. To access the conference call, please dial
(877) 407-8037 (U.S.) or (201) 689-8037 (International) and reference the "Collegium Pharmaceutical Investor Conference 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.
JORNAY PM (methylphenidate HCl extended-release capsules) is a central
nervous system (CNS) stimulant indicated for the treatment of attention deficit hyperactivity disorder (ADHD) in patients 6 years and
IMPORTANT SAFETY INFORMATION
WARNINGS AND PRECAUTIONS
JORNAY PM can cause serious adverse reactions and patients should
be monitored for the following:
To report SUSPECTED ADVERSE REACTIONS, contact Ironshore Pharmaceuticals
Inc. at 1-877-938-4766 or FDA at 1-800-FDA-1088 or www.fda.gov/medwatch.
Please visit https://ironshorepharma.com/jornay-pm-label for additional
important safety information and the Full Prescribing Information, including Boxed Warning, for JORNAY PM.
About Collegium Pharmaceutical, Inc.
Collegium is a leading, diversified specialty pharmaceutical company
committed to improving the lives of people living with 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 Ironshore Therapeutics Inc.
Ironshore Therapeutics Inc. is a pharmaceutical company whose mission
is to commercialize innovative, patient-focused treatment options to improve the lives of patients and caregivers.
Preliminary Second Quarter 2024 Financial Results
The preliminary, unaudited financial results included in this press
release are based on information available as of July 29, 2024, and management's initial review of operations for the second quarter ended
June 30, 2024. They remain subject to change based on management's ongoing review of the second quarter and are forward-looking statements.
We assume no obligation to update these statements. The actual results remain subject to the completion of management's and our
audit committee's reviews and our other financial closing procedures. During that process, we may identify items that would require
us to make adjustments, which may be material, to the information presented in this press release. While we do not expect that our actual
results for the second quarter ended June 30, 2024, will vary materially from the preliminary, unaudited financial results presented in
this press release, there can be no assurance that these estimates will be realized. Actual results may be materially different and are
affected by the risk factors and uncertainties identified in this press release and in our quarterly filings with the Securities and Exchange
These preliminary, unaudited results should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial
statements and the related notes thereto included in our Quarterly Report on Form 10-Q for the period ended March 31, 2024, which has
been filed with the SEC. The preliminary, unaudited financial information presented herein should not be considered a substitute for the
financial information to be filed with the SEC in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, once it becomes
Non-GAAP Financial Measures
We have included information about certain non-GAAP financial measures
in this press release. We use these non-GAAP financial measures to understand, manage and evaluate our business as we believe they provide
additional information on the performance of our business. We believe the presentation of these non-GAAP financial measures, when viewed
with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights
into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year
basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial measures, primarily Adjusted EBITDA, are used
to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior
In this press release we discuss the following financial measures that