Harmony Biosciences to acquire Zynerba for $1.1059 cash + CVR up to $2.5444 per share

Harmony Biosciences Holdings, Inc.

Total potential consideration up to ~$3.65/share: $1.1059 cash plus a CVR worth up to $2.5444 upon milestones.
CVR milestones include Zygel pivotal study completion, NDA approvals, and sales thresholds aggregating up to $140M.
Zynerba directors/officers holding ~6.9% of shares have agreed to tender their shares in support.
Tender offer minimum condition: at least one share more than 50% of outstanding Zynerba shares must be tendered.
Termination fee of $4.5M payable by Zynerba if it accepts a superior proposal in certain circumstances.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Harmony Biosciences Holdings, Inc. entered into Agreement and Plan of Merger with Zynerba Pharmaceuticals, Inc. (effective 2023-08-14).

Action: entry
Agreement: merger
Counterparty: Zynerba Pharmaceuticals, Inc.
Effective: 2023-08-14

Exact text from the filing

On August 14, 2023, Harmony Biosciences Holdings, Inc., a Delaware corporation (the “Company”) and Xylophone Acquisition Corp., a Delaware corporation and a wholly owned, direct subsidiary of the Company (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zynerba Pharmaceuticals, Inc., a Delaware corporation (“Zynerba”).

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Harmony Biosciences Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001558370-23-014932

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