Emergent BioSolutions has entered into an agreement to acquire Adapt Pharma and its flagship product Narcan (naloxone HCl) Nasal Spray, the first and only needle-free formulation of naloxone approved by the U.S. FDA and Health Canada, for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression.
Total consideration for the transaction is up to $735 million consisting of an upfront payment of $635 million and up to $100 million in cash for potential sales-based milestones through 2022. The upfront payment of $635 million consists of $575 million in cash and $60 million in Emergent common stock, all of which are subject to certain adjustments under the terms of the agreement.
Upon the closing of the transaction, Emergent will acquire the Narcan Nasal Spray product and a development pipeline of new treatment and delivery options to address opioid overdose, and bring on approximately 50 employees, located in the U.S., Canada, and Ireland, including those responsible for supply chain management, research and development, government affairs, and commercial operations.
Daniel J. Abdun-Nabi, CEO of Emergent BioSolutions, stated, “The acquisition of Adapt Pharma, and with it the Narcan Nasal Spray, the leading community use emergency treatment for opioid overdose, is directly in line with our mission—to protect and enhance life. Adding this important life-saving product to our portfolio of preparedness solutions allows us to apply our experience gained from two decades of partnering with the U.S. government to safeguard public health against biological and chemical threats to address the devastating increase in deaths due to opioid overdoses, one of the most serious public health threats facing the nation today.”
“I am delighted that this transaction will bring Adapt and Emergent together to focus on the opioid crisis—the leading public health issue of our time. With a shared mission of protecting lives from public health threats, I am confident that our combined expertise and resources will accelerate access to Narcan Nasal Spray through investments in public awareness and manufacturing capacity while maintaining a responsible pricing approach. It will also allow us to progress Adapt’s R&D pipeline of additional opioid overdose and addiction treatment options,” said Seamus Mulligan, chairman and chief executive officer of Adapt. “To maintain the outstanding momentum our team has generated, Adapt will continue to focus on the opioid crisis as part of Emergent’s devices business unit and all employees and facilities will be retained.”
Doug White, senior vice president and head of Emergent’s devices business unit, said, “According to the Centers for Disease Control and Prevention, in 2016, there were approximately 42,000 deaths in the U.S. due to opioid overdose. The U.S. government has declared the opioid crisis a public health emergency and has identified the availability and distribution of overdose-reversing drugs, such as Narcan Nasal Spray, as one of the strategies to combat this crisis. We are committed to further expanding awareness and availability of Narcan Nasal Spray as a convenient, easy-to-administer emergency treatment by leveraging the combination of Adapt Pharma’s efforts with state and local governments, first responders, pharmacies, and other channels, with Emergent’s 20-year track record as a trusted partner to the Federal government.”
(Source: Emergent BioSolutions Inc.)