Android app on Google Play

Pernix (PTX) to Acquire Somaxon (SOMX) in $25M All-Stock Deal

December 11, 2012 7:03 AM EST Send to a Friend
Pernix Therapeutics Holdings, Inc. (AMEX: PTX) and Somaxon Pharmaceuticals, Inc. (Nasdaq: SOMX) announced that they have entered into a definitive merger agreement for Pernix to acquire Somaxon in a stock-for-stock transaction with a total equity value of $25 million.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock. The number of shares of Pernix common stock to be issued to the stockholders of Somaxon will be based on the volume-weighted average price of Pernix’s common stock over the 30 day period ending on the day immediately prior to the closing of the proposed merger, subject to limitations on the maximum and minimum number of shares of Pernix common stock issuable in the transaction based on a price range of $6.00 to $9.00 per share.

Silenor® (doxepin) is approved for the treatment of insomnia characterized by difficulty with sleep maintenance and is not a controlled substance. In clinical trials, Silenor demonstrated maintenance of sleep, including into the seventh and eighth hours of the night, with no meaningful evidence of next day residual effects and an overall adverse events profile that was comparable to placebo.

On a trailing 12-month basis as of September 30, 2012, Somaxon had net sales related to Silenor of approximately $11.7 million. Pernix expects net sales from Silenor on an annualized basis to be in the range of approximately $10 million to $15 million and earnings before interest, taxes, depreciation and amortization (EBITDA) resulting from such Silenor net sales in the range of approximately $5 million to $10 million.

The acquisition is subject to the approval of Somaxon’s shareholders and the satisfaction of other terms and conditions. Stifel Nicolaus Weisel is acting as financial advisor to Somaxon in the transaction.




You May Also Be Interested In


Related Categories

Corporate News, Hot Corp. News, Mergers and Acquisitions

Related Entities

Stifel Nicolaus, Earnings

Add Your Comment