Full Press Release Details
Paratek Pharmaceuticals Completes Acquisition
of Optinose, Creating an Expanded Portfolio of Specialty Therapies
BOSTON, May 21, 2025 - Paratek Pharmaceuticals, Inc.,
a privately held pharmaceutical company focused on the development and commercialization of specialty therapies for specialists and community
care providers, that address important medical and public health threats, today announced that the Company has completed its acquisition
of Optinose, Inc. (NASDAQ:OPTN). This acquisition broadens Paratek's commercial portfolio which now includes both its flagship
antibiotic, NUZYRA (omadacycline), and Optinose's product XHANCE (fluticasone propionate).
"Adding XHANCE to our portfolio is a pivotal first step in achieving
our long-term vision to become a multi-product specialty therapeutics company, focused on addressing significant unmet medical needs,"
said Evan Loh, MD, Chief Executive Officer of Paratek. "Our medical and commercial teams are deeply experienced with capabilities
focused on bringing innovative treatments to specialists and primary care providers that address the needs of their patients. This transaction
establishes a strong platform for us to continue to leverage these capabilities as we move forward to explore opportunities to expand
our portfolio through future product acquisitions."
Under the terms of the merger agreement, Paratek acquired all
outstanding shares of Optinose for approximately $330 million, including the assumption of debt and assuming full payment of the
contingent value rights (CVRs), and Optinose shareholders were paid $9 per share in cash and received CVRs for up to $5 per share
in cash payable in the event that certain net revenue milestones are achieved by XHANCE. Paratek will pay $1
per share if XHANCE achieves $150M in net sales in any calendar year prior to December 31, 2028, and $4 per share if XHANCE
achieves $225M in net sales in any calendar year prior to December 31, 2029.
Optinose shareholders approved the merger proposal at
Optinose's special meeting of shareholders held on May 16, 2025, and following completion of the merger Optinose's common
stock will be delisted from the Nasdaq Global Select Market.
The transaction was financed with capital from Paratek, B-FLEXION Life
Sciences, and Novo Holdings, and debt financing from funds managed by Oaktree Capital Management, L.P. ("Oaktree").
Lazard acted as the exclusive financial advisor to Paratek Pharmaceuticals,
and Skadden, Arps, Slate, Meagher & Flom LLP served as its legal advisor. Evercore acted as the exclusive financial advisor to
Optinose, and Hogan Lovells US LLP served as its legal advisor.
About Paratek Pharmaceuticals, Inc.
Paratek Pharmaceuticals, Inc. is a privately held pharmaceutical
company providing innovative specialty therapies for specialists and community care providers, addressing important medical and public
health threats. Paratek's lead product, NUZYRA (omadacycline), is a once-daily oral and intravenous antibiotic indicated for adults with
community-acquired bacterial pneumonia (CABP) and acute bacterial skin and skin structure infections (ABSSSI). Paratek continues to diversify
its portfolio to address unmet patient needs. Paratek was acquired in 2023 by B-FLEXION and Novo Holdings.
For more information, visit https://www.paratekpharma.com/ or
About B-FLEXION Life Sciences
B-FLEXION Life Sciences is part of the B-FLEXION group, a private,
entrepreneurial investment firm with offices in Europe and the United States. B-FLEXION seeds, acquires and builds investment partnerships
across a number of focused fields and makes principal investments into operating businesses in transformative industries. Through B-FLEXION
Life Sciences there is also targeted investment across biopharma, diagnostics and a broad spectrum of innovative healthcare services.
It is an active owner, applying the experience and skills of its investment and operationally experienced team to work closely with management
to build its portfolio companies.
About Novo Holdings A/S
Novo Holdings is a holding and investment company that is responsible
for managing the assets and the wealth of the Novo Nordisk Foundation. The purpose of Novo Holdings is to improve people's health
and the sustainability of society and the planet by generating attractive long-term returns on the assets of the Novo Nordisk Foundation.
Wholly owned by the Novo Nordisk Foundation, Novo Holdings is the controlling
shareholder of Novo Nordisk and Novonesis and manages an investment portfolio with a long-term return perspective. In addition to managing
a broad portfolio of equities, bonds, real estate, infrastructure and private equity assets, Novo Holdings is a world-leading life sciences
investor. Through its Seed, Venture, Growth, Planetary Health Investments and Principal Investments teams, Novo Holdings invests in life
science companies at all stages of development.
As of year-end 2024, Novo Holdings had total assets of EUR 142 billion.
Oaktree is a leader among global investment managers specializing
in alternative investments, with $203 billion in assets under management as of March 31, 2025. The firm emphasizes an opportunistic,
value-oriented, and risk-controlled approach to investments in credit, equity, and real estate. The firm has more than 1,200 employees
and offices in 25 cities worldwide. For additional information, please visit Oaktree's website at http://www.oaktreecapital.com/.
NUZYRA (omadacycline) is an antibiotic with both once-daily oral and
intravenous (IV) formulations indicated for the treatment of community-acquired bacterial pneumonia (CABP) and acute bacterial skin
and skin structure infections (ABSSSI) caused by susceptible microorganisms. A next-generation tetracycline, NUZYRA is specifically designed
to overcome tetracycline resistance and exhibits activity across a spectrum of bacteria, including Gram-positive, Gram-negative, atypical,
and other drug-resistant strains.
IMPORTANT SAFETY INFORMATION
NUZYRA is contraindicated in patients with known hypersensitivity to
omadacycline or tetracycline-class antibacterial drugs or to any of the excipients.
WARNINGS AND PRECAUTIONS
Mortality imbalance was observed in the CABP clinical trial with eight
deaths (2%) occurring in patients treated with NUZYRA compared to four deaths (1%) in patients treated with moxifloxacin. The cause of
the mortality imbalance has not been established. All deaths, in both treatment arms, occurred in patients > 65 years of age; most
patients had multiple comorbidities. The causes of death varied and included worsening and/or complications of infection and underlying
conditions. Closely monitor clinical response to therapy in CABP patients, particularly in those at higher risk for mortality.
The use of NUZYRA during tooth development (last half of pregnancy,
infancy and childhood to the age of 8 years) may cause permanent discoloration of the teeth (yellow-gray-brown) and enamel hypoplasia.
The use of NUZYRA during the second and third trimester of pregnancy, infancy and childhood up to the age of 8 years may cause reversible
inhibition of bone growth.
Hypersensitivity reactions have been reported with NUZYRA. Life-threatening
hypersensitivity (anaphylactic) reactions have been reported with other tetracycline-class antibacterial drugs. NUZYRA is structurally
similar to other tetracycline-class antibacterial drugs and is contraindicated in patients with known hypersensitivity to tetracycline-class
antibacterial drugs. Discontinue NUZYRA if an allergic reaction occurs.
Clostridium difficile associated diarrhea (CDAD) has been reported
with use of nearly all antibacterial agents and may range in severity from mild diarrhea to fatal colitis. Evaluate if diarrhea occurs.
NUZYRA is structurally similar to tetracycline-class antibacterial
drugs and may have similar adverse reactions. Adverse reactions, including photosensitivity, fixed drug eruption, pseudotumor cerebri,
and anti-anabolic action (which has led to increased BUN, azotemia, acidosis, hyperphosphatemia, pancreatitis, and abnormal liver function
tests), have been reported for other tetracycline-class antibacterial drugs, and may occur with NUZYRA. Discontinue NUZYRA if any of these
adverse reactions are suspected.
Prescribing NUZYRA in the absence of a proven or strongly suspected
bacterial infection is unlikely to provide benefit to the patient and increases the risk of the development of drug-resistant bacteria.
The most common adverse reactions (incidence 2%) are nausea, vomiting,
infusion site reactions, alanine aminotransferase increased, aspartate aminotransferase increased, gamma-glutamyl transferase increased,
hypertension, headache, diarrhea, insomnia, and constipation.
Patients who are on anticoagulant therapy may require downward adjustment
of their anticoagulant dosage while taking NUZYRA. Absorption of tetracyclines, including NUZYRA is impaired by antacids containing aluminum,
calcium, or magnesium, bismuth subsalicylate and iron containing preparations.
USE IN SPECIFIC POPULATIONS
Lactation: Breastfeeding is not recommended during treatment with NUZYRA.
See full prescribing information here.
XHANCE is a drug-device combination product that uses the Exhalation
Delivery System (also known as the EDS ) designed to deliver a topical steroid to the high and deep regions of the nasal cavity
where sinuses ventilate and drain. XHANCE is approved by the U.S. Food and Drug Administration for both the treatment of chronic rhinosinusitis
without nasal polyps (also called chronic sinusitis) and chronic rhinosinusitis with nasal polyps (also called nasal polyps) in patients
18 years of age or older.