Angelini Pharma to acquire Catalyst Pharma for $4.1B ($31.50/share), premium 28% to VWAP

CATALYST PHARMACEUTICALS, INC.

All outstanding shares acquired for $31.50 cash per share; total equity value ~$4.1B (21% premium to unaffected close).
Transaction expected to close Q3 2026, subject to stockholder vote and HSR antitrust clearance.
Termination fee of ~$155.5M payable by Catalyst under certain conditions; no financing condition.
Patent litigation with Hetero on FIRDAPSE generic settled; Hetero cannot market before Jan 2035 if approved.
Directors and executive officers entered voting agreements to support the merger.

item 1.01 item 5.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CATALYST PHARMACEUTICALS, INC.: Amended Article VIII, Section 8.1 of the By-Laws (Forum Selection Amendment) (effective 2026-05-06).

Change: bylaw amendment
Effective: 2026-05-06

Exact text from the filing

On May 6, 2026, the Board of Directors approved and adopted an amendment (the “ Forum Selection Amendment ”) to the Company’s existing By-Laws that amends Article VIII, Section 8.1 of the By-Laws of the Company.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

CATALYST PHARMACEUTICALS, INC. entered into Agreement and Plan of Merger with Angelini Pharma S.p.A. valued at $31.50 per Share in cash (effective 2026-05-06).

Action: entry
Agreement: merger
Counterparty: Angelini Pharma S.p.A.
Value: $31.50 per Share in cash
Effective: 2026-05-06

Exact text from the filing

On May 6, 2026, Catalyst Pharmaceuticals, Inc. (“ Catalyst ” or the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Angelini Pharma S.p.A., an Italian Società per azioni (“ Angelini Pharma ” or “ Parent ”), and Angelini Cielo Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

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42 governance changes filed in the last 30 days. Browse all governance changes →

CATALYST PHARMACEUTICALS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-210518

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