Emergent BioSolutions will acquire Adapt Pharma and its flagship product NARCAN (naloxone HCl) Nasal Spray.
Total consideration for the transaction is up to $735 million, consisting of an upfront payment of $635 million and up to $100 million in cash for potential sales-based milestones through 2022. The upfront payment of $635 million consists of $575 million in cash and $60 million in Emergent common stock, all of which will be subject to certain adjustments under the terms of the agreement.
To fund the cash portion of the acquisition, Emergent will use a combination of cash on hand, its existing $200 million credit facility and borrowings pursuant to a new $600 million debt financing commitment provided by Wells Fargo Bank. The transaction is subject to customary closing conditions, including antitrust regulatory approval, and is expected to close in the fourth quarter of 2018.
“The acquisition of Adapt Pharma, and with it the NARCAN Nasal Spray, the leading community use emergency treatment for opioid overdose, is directly in line with our mission – to protect and enhance life. Adding this important life-saving product to our portfolio of preparedness solutions allows us to apply our experience gained from two decades of partnering with the U.S. government to safeguard public health against biological and chemical threats to address the devastating increase in deaths due to opioid overdoses, one of the most serious public health threats facing the nation today,” said Daniel J. Abdun-Nabi, CEO of Emergent BioSolutions.
Covington & Burling acted as legal counsel and Morgan Stanley as financial advisor to Emergent. Mayer Brown acted as legal counsel and Bank of America Merrill Lynch as financial advisor to Adapt Pharma.
In April 2018, the U.S. Surgeon General released a public health advisory to urge more Americans to carry naloxone, a potentially life-saving medication, that can reverse the effects of an opioid overdose. As a result, the NARCAN Nasal Spray is carried by many first responders including police officers, firefighters and emergency medical teams.
