Immedica to Acquire Marinus for $151 Million

Rare Daily Staff

Immedica Pharma agreed to acquire Marinus Pharmaceuticals 55 cents a share or $151 million, a deal that is expected to strengthen Immedica’s rare disease business with the addition of Ztalmy, an approved treatment for seizure in people 2 years and older with CDKL5 deficiency disorder.

Cyclin-dependent kinase-like 5 deficiency disorder (CDD) is a rare genetic disorder caused by mutations in the CDLK5 gene, which is necessary for normal brain development, and affects around 1 in 42,000 people in the UK. Most people affected experience seizures from as early as the first week of life and have severe delays in development, impacting brain function, movement, speech and sight.

Ztalmy is approved by the U.S. Food and Drug Administration, the European Commission (EC), the UK Medicines and Healthcare products Regulatory Agency (MHRA) and the National Medicines Product Administration (NMPA) in China with potential for further approvals worldwide.

Under the terms of the merger agreement, Immedica, through a wholly owned, direct subsidiary, will initiate a tender offer to acquire all the outstanding shares of Marinus common stock for a cash purchase price of 55 cents per share, representing a premium of 48 percent based on Marinus’ closing share price as of December 27 and a premium of 97 percent, based on the 30-day volume-weighted average price of 28 cents per share preceding the announcement of the transaction.

The Board of Directors of Marinus has unanimously approved the transaction and recommended that the stockholders of Marinus tender their shares in the tender offer. Immedica has received an undertaking from each director and named executive officer of Marinus to tender their respective shares in favor of the transaction.

The deal, which is expected to close in the first quarter of 2025, is expected to accelerate Immedica’s growth into the North American market and will provide an immediate revenue-generating rare disease product as well as an experienced commercial team.

“The acquisition of Marinus represents a transformative step in Immedica’s journey to further strengthen our position as a leading rare disease company,” said Anders Edvell, CEO of Immedica. “By adding Ztalmy to our portfolio, we significantly strengthen our capabilities and expand our presence in the United States, marking a new chapter in our mission to deliver impactful therapies for underserved patient populations.”