CorMedix Therapeutics has entered into a definitive asset purchase agreement to acquire substantially all assets of Heron Therapeutics for upfront consideration consisting of $145 million in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock. Based on CorMedix's closing price of $5.32 on November 6, the stock consideration is valued at approximately $77.6 million, giving the upfront consideration an aggregate value of approximately $222.6 million.
The acquisition adds four commercial-stage products to CorMedix's portfolio: ZYNRELEF (bupivacaine and meloxicam) extended-release solution for postoperative pain; APONVIE (aprepitant) injectable emulsion for prevention of postoperative nausea and vomiting; and CINVANTI (aprepitant) injectable emulsion and SUSTOL (granisetron) extended-release injection for prevention of chemotherapy-induced nausea and vomiting. Each is administered in hospitals, ambulatory surgical centers or infusion centers.
Heron is also eligible for earn-out payments of up to $55 million tied to calendar year 2028 ZYNRELEF net sales, plus a 5% royalty on the portion of combined annual net sales of CINVANTI, SUSTOL and certain licensed products above $25 million in 2027-2029.
CorMedix expects the transaction to be immediately accretive to earnings and free cash flow, with $45–$60 million in annualized operating cost synergies by year-end 2027. The company entered a new $150 million senior secured term loan facility with funds managed by Pharmakon Advisors and will draw $75 million at closing.
The transaction, approved by both boards, is expected to close in the first quarter of 2027, subject to Heron stockholder approval and regulatory clearance. Heron will remain publicly traded.
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