ANI Pharma to acquire Alimera Sciences for $5.50/share + CVR, funded by $280M debt

ANI PHARMACEUTICALS INC

Deal consideration: $5.50 cash plus one CVR per Alimera share; adds ~$105M in branded revenue to ANI's rare disease segment.
CVR pays up to $0.25 per milestone: $0.25 if 2026 net revenue > $140M, $0.25 if 2027 net revenue > $160M.
Financing: $280M committed debt from JPMorgan and Blackstone; deal expected to close by Dec 21, 2024.
Accretion: high single to low double digit adj. non-GAAP EPS accretion in 2025; $35-38M adj. EBITDA incl. $10M cost synergies.
Caligan Partners (~32.1% holder) agreed to vote in favor; termination fee $10.4M under certain conditions.

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