Esperion acquired by ARCHIMED for $3.16/share plus up to $100M in milestone payments

Esperion Therapeutics, Inc.

Cash $3.16/share + 1 CVR/share; aggregate milestone payments up to $100M based on net sales.
Milestone triggers: $40M if 2027 U.S. sales of bempedoic acid products >$350M; $60M if ENBUMYST sales >=$160M/year through 2030.
Close expected Q3 2026; conditions include stockholder approval, HSR clearance, and non-U.S. antitrust.
Board unanimously recommends; termination fees: $34.15M (Esperion), $68.3M (ARCHIMED).
Financing from ARCHIMED affiliates and third-party debt; no financing condition.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Esperion Therapeutics, Inc. entered into Agreement and Plan of Merger with Essence Parent Inc. valued at Merger consideration of $3.16 per share plus contingent value rights (effective 2026-05-01).

Action: entry
Agreement: merger
Counterparty: Essence Parent Inc.
Value: Merger consideration of $3.16 per share plus contingent value rights
Effective: 2026-05-01

Exact text from the filing

On May 1, 2026, Esperion Therapeutics, Inc. (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Essence Parent Inc., a Delaware corporation (“ Parent ”), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ MergerCo ”), pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “ Merger ”).

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Esperion Therapeutics, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-053482

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