Full Press Release Details
Esperion to be Acquired by ARCHIMED
Esperion shareholders to receive $3.16 per share
in cash at closing, plus the right to participate in up to $100 million in aggregate contingent milestone payments
Represents total equity value of up to approximately
ANN ARBOR, Mich., May 1, 2026 (GlobeNewsWire) - Esperion
Therapeutics (Nasdaq: ESPR) ("Esperion," or the "Company"), a commercial-stage biopharmaceutical company dedicated
to developing and delivering innovative cardiometabolic and rare/orphan disease therapies, and ARCHIMED ("ARCHIMED"), a leading
investment firm focused exclusively on healthcare industries, today announced that they have entered into a definitive agreement under
which funds managed by ARCHIMED will acquire Esperion in a transaction valued at up to approximately $1.1 billion in total equity value
on a fully diluted basis, assuming full achievement of certain commercial-based milestones.
Under the terms of the agreement, Esperion shareholders will receive
$3.16 per share in cash at closing, plus the right to participate in contingent milestone payments of up to $100 million in the aggregate
tied to future net sales performance. The upfront cash consideration represents a premium of 58% to Esperion's closing share price
Founded in 2008, Esperion is a commercial-stage biopharmaceutical company
focused on bringing new medicines to market that address unmet needs of patients and healthcare professionals. The Company offers unique
solutions to combat the risk of cardiovascular disease, which remains the #1 killer of men and women worldwide.
"This transaction marks an exciting new chapter for Esperion,
our employees, and the patients and healthcare professionals we serve," said Sheldon Koenig, Chief Executive Officer and member
of the Board of Directors of Esperion. "ARCHIMED's acquisition of Esperion provides our shareholders with attractive and immediate
upfront value at a compelling premium, while preserving the opportunity to participate in additional upside through contingent milestone
payments tied to the future growth of our core cardiometabolic products. With ARCHIMED's support, we believe Esperion will be well
positioned to advance our Vision 2040 strategy and continue addressing the global burden of cardiometabolic disease."
"We are excited to partner with Esperion as it enters its next
phase of growth," said Justin Bateman, Partner at ARCHIMED. "We believe the Company, in partnership with ARCHIMED, has a strong
foundation from which to continue building in cardiovascular and primary care markets."
Under the terms of the agreement, an affiliate of ARCHIMED will acquire
all outstanding shares of Esperion for $3.16 per share in cash at closing, plus one non-tradeable contingent value right (CVR) that will
entitle the holder to participate in two contingent milestone payments of up to $100 million in the aggregate as follows:
The Company's Board of Directors has unanimously approved the
transaction and recommends that Esperion shareholders vote their shares to approve the transaction. The transaction is expected to close
in the third quarter of 2026, subject to customary closing conditions, including approval by Esperion's shareholders and receipt
of certain required regulatory approvals. Until that time, Esperion will continue to operate as a separate and independent company.
Following completion of the transaction, Esperion will become a privately
held company and its common stock will no longer be listed on the Nasdaq Stock Market.
Debt financing for this transaction will be provided by investment
funds managed by Pharmakon Advisors, LP. The transaction is not subject to a financing condition.
Additional information regarding the transaction is included in a Current
Report on Form 8-K to be filed by Esperion with the U.S. Securities and Exchange Commission (SEC) today.
First Quarter Conference Call
In light of the announced transaction, Esperion will not host the conference
call and webcast to discuss the Company's financial and operating results for the first fiscal quarter of 2026, which was previously
scheduled for May 7, 2026. The call is not expected to be rescheduled.
Esperion plans to file its first quarter 2026 results on Form 10-Q
Moelis & Company LLC is acting as exclusive financial advisor to
ARCHIMED and Sidley Austin LLP is serving as legal advisor. Centerview Partners is acting as exclusive financial advisor to Esperion and
Goodwin Procter LLP is serving as legal advisor. Akin Gump LLP is serving as legal advisor to Pharmakon Advisors.
Esperion Therapeutics, Inc. is a commercial-stage biopharmaceutical
company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies. The Company leverages deep
domain expertise in ACLY biology to develop and commercialize transformative medicines for patients worldwide. Esperion currently markets
two oral, once-daily, non-statin therapies for patients struggling to maintain their low-density lipoprotein cholesterol (LDL-C) levels
and are at risk of cardiovascular disease.
With a broad U.S. commercial infrastructure and global approvals across
more than 40 countries, Esperion is well positioned to serve as a partner-of-choice for global innovators seeking U.S. market access through
acquisition, in-license, co-promotion and revenue share opportunities. In tandem, the Company is advancing its leadership in ACLY biology
to build a diversified pipeline of novel product candidates, including treatments for Primary Sclerosing Cholangitis and renal diseases.
For more information, visit esperion.com and follow Esperion on LinkedIn and X.
With offices in Europe, North America and Asia, ARCHIMED is a leading
investment firm focused exclusively on healthcare industries. Its mix of operational, medical, scientific and financial expertise allows
ARCHIMED to serve as both a strategic and financial partner to healthcare businesses. Prioritized areas of focus include Animal &
Environmental Health, Biopharma Products, Consumer Health, Diagnostics, Healthcare IT, Life Science Tools & Services, and MedTech.
ARCHIMED helps partners internationalize, acquire, innovate and expand their products and services. ARCHIMED manages 9 billion across
its various funds. Since inception, ARCHIMED has been a committed Impact investor, both directly and through its EUR KA Foundation.
For more information about ARCHIMED, please visit www. ARCHIMED.group.
About Pharmakon Advisors
Pharmakon Advisors, LP is a leading investor in non-dilutive debt for
the life sciences industry and is the investment manager of the BioPharma Credit funds. Established in 2009, funds managed by Pharmakon
Advisors, LP have committed up to $11 billion across 73 investments.
Forward Looking Statements
Any statements in this press release regarding the Company's
future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, constitute
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are
subject to risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements.
Such statements include, but are not limited to, statements regarding ARCHIMED's proposed acquisition of the Company, the ability
of ARCHIMED and the Company to complete the transactions contemplated by the merger agreement, including the parties' ability to
satisfy the conditions set forth in the merger agreement, statements about the expected timetable for completing the Merger, the potential
effects of the pending acquisition on the Company, and the potential to achieve the milestones related to the contingent payments under
the CVR, and other statements containing the words "anticipates," "believes," "continue," "expects,"
"intends," "estimates," "plans," "may," "will," "could," "would,"
"project," "potential" and similar expressions. You should not place undue reliance on forward-looking statements
because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some
cases, beyond the Company's control. These forward-looking statements are based upon the Company's current expectations and
involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Such risks and uncertainties
include, without limitation, (i) the occurrence of any event, change or other circumstance that could give rise to the termination of
the merger agreement; (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including
the receipt of required regulatory approvals and the requisite approval of the Company's stockholders; (iii) the effects of disruption
on the Company from the proposed transaction and the impact of the announcement and pendency of the proposed transaction on the Company's
business, results of operations and financial condition; (iv) the effects of the proposed transaction on the Company's relationships
with customers, employees, other business partners or governmental or regulatory entities; (v) the risks related to non-achievement of
any net sales milestone and that holders of the CVRs will not receive any payments in respect of the CVRs; (vi) the response of competitors
to the proposed transaction; (vii) risks associated with the disruption of management's attention from ongoing business operations
due to the proposed transaction; (viii) the ability of the parties to consummate the proposed transaction in a timely manner or at all;
(ix) significant costs associated with the proposed transaction; (x) potential litigation relating to the proposed transaction; (xi) restrictions
during the pendency of the proposed transaction that may impact the Company's ability to pursue certain business opportunities;
(xii) risks related to the net sales, profitability, commercial development and launch plans, and growth of the Company's commercial
products; (xiii) risks and uncertainties related to regulatory applications, review and approval processes, and the Company's compliance
with applicable legal and regulatory requirements; (xiv) general industry conditions, competition, and the outcomes and anticipated benefits
of legal proceedings and settlements; and (xv) general economic factors. These and other risks are described in additional detail in the
Company's Annual Report on Form 10-K for the year ended December 31, 2025 and the Company's other filings with the SEC, available
on the SEC's website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date hereof,