Production & Manufacturing

Cipher to buy Cardiome Pharma's Canadian business portfolio

Published 21 March 2018

Cipher Pharmaceuticals has entered into a definitive arrangement agreement to acquire the Canadian business portfolio of Cardiome Pharma.

The proposed transaction will be completed pursuant to the acquisition by Cipher of all of the outstanding shares of Cardiome, following a restructuring of Cardiome pursuant to a statutory plan of arrangement under the Canada Business Corporations Act. 

Pursuant to the arrangement, Cardiome shareholders will receive common shares, on a one-for-one ratio, of a newly created Canadian entity named Correvio Pharma Corp. that will apply for a substitution listing on the Nasdaq and TSX. Correvio will acquire and hold all of Cardiome's pre-transaction assets, excluding the Canadian business portfolio being acquired by Cipher under the arrangement.  The arrangement is described in further detail below.

The Canadian business portfolio to be acquired by Cipher includes commercial and pipeline hospital products administered in the acute care setting, including:

Brinavess® (vernakalant IV), for the rapid conversion of recent onset atrial fibrillation to sinus rhythm;

Aggrastat® (tirofiban hydrochloride), for the reduction of thrombotic cardiovascular events in patients with acute coronary syndrome;

Xydalba™ (dalbavancin hydrochloride), the first and only 30-minute, one-dose treatment option for the treatment of acute bacterial skin and skin structure infections; and

Trevyent® a drug device combination that delivers treprostinil, the world's leading treatment for pulmonary arterial hypertension. 

Brinavess and Aggrastat are currently on the market in Canada.  Xydalba, which is approved and marketed by Allergan in the U.S. under the trade name Dalvance®, may receive a regulatory approval decision in Canada as early as the end of 2018.  A Canadian regulatory filing for Trevyent is planned in 2019. 

Strategic & Financial Benefits of the Transaction for Cipher

Establishes attractive new vertical with expansion into Hospital Specialty business;

Provides additional revenue streams, growth programs and near-term launches;

Provides access to future product opportunities as Correvio's preferred partner in the Canadian territory;

Demonstrates continued execution against growth strategy aimed at assembling a diversified portfolio of prescription medicines across a range of therapeutic areas; and 

Proposed structure preserves potential tax attributes existing within Cardiome.

Strategic & Financial Benefits of the Transaction for Cardiome

Provides important upfront and non-dilutive consideration of $25.5 million CAD;

Reduces cash burn;

Establishes a long-term collaboration with a top-tier Canadian pharmaceutical company that is expected to result in additional product licenses between the two companies;

Enables Cardiome to focus internal resources on its rapidly growing European direct sales business and rest of world commercial initiatives; and

Provides added financial flexibility to execute new strategic transactions and/or add new Europe-focused growth products.

Cipher president and CEO Robert Tessarolo said: "This acquisition accelerates the expansion of our Canadian commercial portfolio, bringing additional revenue streams and pipeline assets, while marking our entry into the Hospital Specialty vertical, which is a growing segment of the Canadian market.

"The business being acquired has products for well-defined patient populations in the acute care setting where we can leverage our commercial capabilities and the important work already completed by Cardiome. “

Cipher Pharmaceuticals Inc. is a specialty pharmaceutical company with a robust and diversified portfolio of commercial and early to late-stage products.

Source: Company Press Release