Esperion to be acquired by Archimed for $3.16 per share, one CVR

Esperion (ESPR) and Archimed 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 $1.1B 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 $100M in the aggregate tied to future net sales performance. The upfront cash consideration represents a premium of 58% to Esperion’s closing share price on April 30. 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 that will entitle the holder to participate in two contingent milestone payments of up to $100M in the aggregate as follows: a contingent milestone payment based on annual U.S. net sales of certain products containing bempedoic acid in calendar year 2027 equal to $40M in the aggregate if such annual net sales are greater than $350M or an amount between $0 and $40M in the aggregate, determined by linear interpolation, if such annual net sales exceed $300M but are less than $350M; and a contingent milestone payment based on annual U.S. net sales of certain products containing bumetanide equal to $60M in the aggregate if such annual net sales equal or exceed $160M in any single calendar year through December 31, 2030. 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 Nasdaq.