CHICAGO–(COMMERCIAL THREAD) – Xeris Pharmaceuticals, Inc. (“Xeris”), a pharmaceutical company leveraging its new formulation technology platforms to develop and market ready-to-use injectable drug formulations, today announced that it has finalized with successfully completed the previously announced acquisition of Strongbridge Biopharma plc (Nasdaq: SBBP) (“Strongbridge”). Pursuant to the Acquisition Agreement, the businesses of Xeris and Strongbridge are now consolidated under Xeris Biopharma Holdings, Inc. (“Xeris Biopharma Holdings”). Strongbridge shares and Xeris shares ceased trading on the Nasdaq Global Select Market (“Nasdaq”) at close of business today. Xeris Biopharma Holdings shares are expected to begin trading on the Nasdaq under the symbol “XERS” on October 6, 2021.
“We remain very excited about the suit. The new Xeris BioPharma will have two marketed products showing very positive growth, another potential commercial asset currently ahead of the FDA that could be launched in early 2022 and additional assets under development. With the closing of the acquisition, we are ready to execute our integration plan and begin to realize the compelling strategic and financial benefits of the combination. In addition to highly differentiated products with multiple inflection points of value, our pipeline, drug development talents and commercial infrastructure will enable us to accelerate product launches and drive our growth in the future as well ”, said Paul R. Edick, President and CEO of Xeris. BioPharma Holdings, Inc. “I would like to thank the Xeris team who have worked diligently to bring us to this stage of our growth as a company and welcome the Strongbridge team to help us drive our next phase. growth. I am extremely excited about what the future potential of Xeris Biopharma brings to all of us, to our shareholders and ultimately to the patient communities we serve. ”
The equity and contingent value rights (“CVRs”) consideration payable in connection with the transaction, including the maximum aggregate amount payable under the CVRs, values Strongbridge at approximately $ 267 million based on the closing price. of Xeris common stock of $ 3.47 on May 21, 2021. and the fully diluted share capital of Strongbridge. Pursuant to the transaction, each Strongbridge common share outstanding at the closing of the transaction was converted into a right to receive a fixed exchange ratio of 0.7840 common share of Xeris Biopharma Holdings and 1 non-tradable CVR, of a value in an additional amount of $ 1.00 payable in cash or in common shares of Xeris Biopharma Holdings (at the option of Xeris Biopharma Holdings) upon the occurrence of the following trigger events: (i) the registration of at least one patent granted for KEVEYIS® in the Orange Book list by the end of 2023 or at least $ 40 million in annual revenue of KEVEYIS® in 2023 ($ 0.25 per common share), (ii) realization of at least $ 40 million in annual RECORLEV® sales in 2023 ($ 0.25 per common share), and (iii) achieving at least $ 80 million in annual RECORLEV® sales in 2024 ($ 0.50 per common share). The minimum payout on the CVR per Strongbridge common share is zero and the maximum payout is $ 1.00 in cash or in common shares of Xeris Biopharma Holdings, at the option of Xeris Biopharma Holdings.
After the transaction closes, former Xeris shareholders own approximately 60% of Xeris Biopharma Holdings, while former Strongbridge shareholders own approximately 40%.
Concurrent with the closing of the transaction, John H. Johnson, former CEO of Strongbridge, and Garheng Kong, MD, PhD, MBA, former Chairman of Strongbridge of the Board of Directors of Strongbridge, will join the Board of Directors of Xeris Biopharma Holdings as new independent directors, bringing the size of the Board to eight members.
“On behalf of our Board of Directors, we welcome John and Garheng and their wealth of ideas and experiences across the industry, and in particular their intimate knowledge of Strongbridge Biopharma,” said said Paul R. Edick, Chairman and CEO of Xeris Biopharma. Assets. “As Xeris Biopharma continues to grow and evolve as a commercial company, we look forward to working with it to shape our strategic plans and advance our mission. ”
SVB Leerink LLC acts as financial advisor to Xeris, and Goodwin Procter LLP and A&L Goodbody LLP as legal advisor. MTS Health Partners, LP acts as financial advisor to Strongbridge, and Skadden, Arps, Slate, Meagher & Flom, LLP and Arthur Cox LLP as legal advisers.
About Xeris Biopharma Holdings
Xeris (Nasdaq: XERS) is a biopharmaceutical company that develops and markets unique therapies for endocrinology, neurology and gastroenterology patient populations. Xeris offers two commercially available products, Gvoke®, a ready-to-use liquid glucagon for the treatment of severe hypoglycemia, and Keveyis®, the first and only FDA-approved treatment for primary periodic paralysis. Xeris also has a strong portfolio of development programs to expand currently marketed products into important new indications and uses and to deliver new products using its proprietary formulation technology platforms, XeriSol ™ and XeriJect ™, supporting long-term product development and business success.
Xeris Biopharma Holdings is headquartered in Chicago, Illinois. For more information, visit www.xerispharma.com, or follow us on Twitter, LinkedIn or Instagram.
All statements in this press release regarding the future expectations, plans and prospects of Xeris Biopharma Holdings, Inc., including statements regarding the market and therapeutic potential of its products and product candidates, expectations regarding data clinical or expected clinical trial results, estimates and projections regarding the potential benefits of acquiring Strongbridge Biopharma, the timing or likelihood of regulatory approval and commercialization of its product candidates, the timing or likelihood expansion into additional markets, the timing or likelihood of identifying potential development and commercialization partnerships, the potential usefulness of its formulation platforms and other statements containing the words “will”, “would”, “Will continue” and similar expressions constitute forward-looking statements within the meaning of e the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those indicated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the failure to realize the expected benefits of the possible acquisition, the failure to integrate Strongbridge’s business quickly and effectively, the general economic and business conditions that affect the combined companies. after the completion of the eventual acquisition, the impact of the COVID-19 pandemic on the combined businesses after the completion of the transaction, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals and changes in competition. These forward-looking statements are based on numerous assumptions and assessments made in light of Xeris’ experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and others. factors it deems appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties as they relate to events and depend on circumstances that will occur in the future. Factors described in the context of such forward-looking statements in this communication could cause Xeris ‘plans for Strongbridge, Xeris’ actual results, performance or achievements, results and industry developments to differ materially from those expressed or under – understood by these forward-looking statements. forward-looking statements. Although the expectations reflected in these forward-looking statements are believed to be reasonable, no assurance can be given that such expectations will prove to be correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements. who speak only on the date of this communication. Additional information on economic, competitive, government, technological and other factors that may affect Xeris can be found in Section 1A, “Risk Factors,” in Xeris’ 2020 Annual Report on Form 10-K, which has been SEC filed and other material factors in Xeris’ subsequent SEC filings, the contents of which are not incorporated by reference in, nor form part of, this communication. Additional information on economic, competitive, government, technological and other factors that may affect Strongbridge is presented in Section 1A, “Risk Factors”, in Strongbridge’s 2020 Annual Report on Form 10-K, which has been filed with the SEC, the contents of which are not incorporated by reference into, nor form part of, this communication. All forward-looking statements contained in this communication are based on information available to Xeris as of the date of this communication and, while believed to be true when made, may ultimately prove to be incorrect. Subject to any obligation under applicable law, Xeris assumes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, or to conform any forward-looking statement to results. realities, future events or changes in expectations. All subsequent written and oral forward-looking statements attributable to Xeris or any person acting on behalf of any of them are expressly qualified in their entirety by this paragraph.