GENEVA & DURHAM, N. C. –( BUSINESS WIRE )–Alcon (SIX/NYSE: ALC), the global leader in eye care dedicated to helping people see brilliantly, and Aerie Pharmaceutical drugs, Inc. (NASDAQ: AERI, “Aerie”), a pharmaceutical company focused on the discovery, development, manufacturing and commercialization of first-in-class ophthalmic therapies, today announced the companies have entered into a definitive merger agreement through which Alcon will acquire Aerie. This transaction affirms Alcon’s commitment to the ophthalmic pharmaceutical space and is expected to add broader pharmaceutical R& D capabilities to Alcon’s existing commercial expertise, maximizing the value of its diversified portfolio.
Through the deal, Alcon will certainly add the commercial products Rocklatan ® (netarsudil plus latanoprost ophthalmic solution) 0. 02%/0. 005% and Rhopressa ® (netarsudil ophthalmic solution) 0. 02% , as well because AR-15512, the Phase 3 product candidate for dry eye disease, and a pipeline of several clinical and preclinical ophthalmic pharmaceutical product candidates . The transaction complements Alcon’s recent expansion into the ophthalmic pharmaceutical vision drop space, including acquisitions of the exclusive U. S. commercialization rights to Simbrinza ® from Novartis in April 2021 plus of Eysuvis ® and Inveltys ® from Kala Pharmaceuticals, Inc. in May 2022.
“Alcon is passionate about innovative treatments in eye care, especially within core disorders such as glaucoma and dried out eye, which have significant patient impact, ” said David Endicott, CEO of Alcon. “We have a 75-year history focused specifically on the attention and bring established expertise in development and industrial execution. Aerie is a natural fit with on-market and pipeline products, and R& D capabilities that offer the particular infrastructure needed to expand our ophthalmic pharmaceutic presence. As we continue in order to broaden our own portfolio across glaucoma, retina and ocular surface illness, we are excited to help even more patients observe brilliantly. ”
“We are excited to be joining Alcon, a recognized innovator in eyesight care. I am so proud of the Aerie team and the innovation we’ve pioneered, ” stated Raj Kannan, Chief Executive Officer associated with Aerie Pharmaceuticals, Inc. “Alcon is the right strategic plus financial partner to maximize the particular potential of Aerie’s commercial franchise and our growing portfolio associated with pipeline assets. Alcon’s global infrastructure, financial resources, plus commercial abilities will accelerate the standard of treatment by assisting more patients have access to Aerie’s innovative items. I am confident that this combination with Alcon is in the best interest of individuals and the shareholders. ”
Rocklatan ® is a fixed dose combination of the Rho kinase inhibitor, netarsudil, and a prostaglandin F2α analogue, latanoprost, indicated for the particular reduction associated with elevated intraocular pressure (IOP) in sufferers with open-angle glaucoma or ocular hypertension. Rhopressa ® is a Rho kinase inhibitor indicated for the reduction of elevated IOP in patients with open-angle glaucoma or even ocular hypertonus. In most markets outside the U. S., commercialization rights for both products have been licensed to Santen SA and its affiliates.
The purchase price associated with $15. 25 per share represents the premium of 37% in order to Aerie’s last closing price and represents an equity value associated with approximately $770 million. The transaction was approved by the board of directors associated with each company.
Aerie’s most recent financial guidance for total glaucoma franchise net item revenue will be $130-140 million for full year 2022. The transaction is expected to be accretive to Alcon’s core diluted Earnings Per Share (EPS) in 2024. The deal is anticipated to close in the fourth quarter of 2022, subject to the approval of Aerie’s stockholders plus the satisfaction of customary closing conditions, including clearance under the particular Hart-Scott Rodino Antitrust Improvements Act. Alcon intends in order to fund the acquisition through short-term and long-term debt.
J. P. Morgan acted as Alcon’s financial advisor for the particular transaction, plus Alcon’s legal advisor has been Skadden, Arps, Slate, Meagher & Flom LLP. Goldman Sachs & Co. LLC acted since Aerie’s monetary advisor with regard to the deal, and Aerie’s legal advisor was Fried, Frank, Harris, Shriver & Jacobson LLP.
1 . Ophthalmology Drugs Global Market Report 2021: COVID-19 Impact and Recovery to 2030.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act associated with 1995 related to the proposed acquisition of Aerie by Alcon. Forward-looking statements can be identified by words such as: “anticipate, ” “intend, ” “commitment, ” “look forward, ” “maintain, ” “plan, ” “goal, ” “seek, ” “target, ” “assume, ” “believe, ” “project, ” “estimate, ” “expect, ” “strategy, ” “future, ” “likely, ” “may, ” “should, ” “will” and similar references to future periods.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Alcon’s current beliefs, expectations and assumptions regarding the long term of Alcon’s business, upcoming plans and strategies, plus other future conditions. Because forward-looking statements relate in order to the future, they are subject to inherent uncertainties and risks that are usually difficult to predict like: cybersecurity breaches or other disruptions of Alcon’s information technology systems; compliance with data privacy, identity protection and information security laws; Alcon’s ability to comply with the ALL OF US Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption laws and regulations, particularly given that Alcon has entered into a three-year Deferred Prosecution Agreement with the U. H. Department associated with Justice; Alcon’s success in completing and integrating strategic acquisitions; the particular completion of the suggested transaction upon anticipated terms and timing, including obtaining stockholder plus regulatory approvals, anticipated tax treatment, unforeseen liabilities, long term capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, economic condition, losses, future prospects, business and management strategies for the management and other conditions to the completion of the transaction; the possibility that various closing problems for the transaction may not become satisfied or even waived, including that a governmental entity might prohibit, delay or refuse to grant approval for that consummation from the transaction; deal costs; the particular impact of a disruption within Alcon’s worldwide supply chain or important facilities; the effect of the COVID-19 pandemic as well as other viral or condition outbreaks; global and regional economic, financial, legal, taxes, political plus social change; Russia’s war on Ukraine as well as the resulting global response; the industrial success associated with Alcon’s items and Alcon’s ability in order to maintain and strengthen Alcon’s position in Alcon’s markets; the success of Alcon’s research and development efforts, including Alcon’s ability to innovate to compete effectively; pricing pressure from changes within third party payor coverage plus reimbursement methodologies; ongoing industry consolidation; Alcon’s capability to properly educate and train healthcare providers on Alcon’s products; the effect of unauthorized importation of Alcon’s items from countries with lower prices to countries along with higher prices; Alcon’s reliance on outsourcing key business functions; changes in inventory levels or buying patterns of Alcon’s customers; Alcon’s ability to attract and retain qualified personnel; Alcon’s capability to service Alcon’s financial debt obligations; the need for additional financing through the particular issuance associated with debt or even equity; Alcon’s capability to protect Alcon’s intellectual property; the effects of litigation, which includes product liability lawsuits plus governmental investigations; Alcon’s ability to adhere to all laws to which usually Alcon may be subject; effect associated with product recalls or voluntary market withdrawals; the implementation of Alcon’s enterprise resource planning system; the accuracy of Alcon’s accounting estimates and presumptions, including pension along with other post-employment benefit plan obligations and the carrying value of intangible property; the ability to obtain regulatory distance and authorization of Alcon’s products because well since compliance with any post-approval obligations, including quality control of Alcon’s manufacturing; legislative, tax plus regulatory reform; the capability of Alcon Pharmaceuticals Ltd. to comply with the investment tax incentive agreement with the particular Swiss State Secretariat regarding Economic Affairs in Switzerland and the Canton of Fribourg, Switzerland; Alcon’s ability to manage environmental, social and governance matters in order to the fulfillment of Alcon’s many stakeholders, some associated with which may have competing interests; the influence of being listed upon two stock exchanges; the ability to declare and pay dividends; the particular different legal rights afforded in order to Alcon’s shareholders as a Swiss corporation compared to the U. T. corporation; plus the effect of maintaining or losing Alcon’s foreign private issuer status under Oughout. S. securities laws.
This particular press launch also contains forward-looking claims associated with Aerie, including statements regarding Aerie’s financial assistance for complete year 2022 and Aerie’s commercial business, pipeline, preclinical studies and clinical trials. By their nature, forward-looking statements involve risks plus uncertainties because they relate to events, competitive dynamics, business change, as well as other factors beyond Aerie’s manage and depend on regulatory home loan approvals and macroeconomic and some other environmental circumstances that may or even may not occur in the future or may happen on longer or shorter timelines than anticipated. Aerie discusses many of these risks in greater detail under the heading “Risk Factors” within the quarterly and annual reports that will Aerie files using the SEC.
Additional factors are discussed in Alcon’s filings along with the United States Securities and Exchange Commission, including Alcon’s Form 20-F. Should one or more of these types of uncertainties or even risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. Therefore, you should not rely on any of these forward-looking claims. Forward-looking statements in this press release speak only as of the date of its filing, plus Alcon and Aerie assume no obligation to update forward-looking claims as a result of new info, future events or otherwise.
Important Information plus Where to Find It
In connection with the particular proposed transaction between Alcon and Aerie, Aerie may file with all the Securities and Exchange Commission rate (“SEC”) the proxy statement (the “Proxy Statement”), the definitive version of which will end up being sent or provided in order to Aerie stockholders. Aerie may also file additional documents with the SEC concerning the proposed deal. This document is not a substitute intended for the Proxy Statement or any other document which Aerie may file with the particular SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE USUALLY FILED OR WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION’S, AS WELL AS ANY AMENDMENTS OR EVEN SUPPLEMENTS IN ORDER TO THESE FILES, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors plus security holders may acquire free copies of the Proxy Statement (when it is available) and various other documents that are filed or will be filed using the SEC simply by Aerie through the website maintained by the particular SEC at www.sec.gov or even Aerie’s investor relations website at https://investors.aeriepharma.com .
Participants in the Solicitation
Alcon, Aerie and certain of their respective directors and executive officers may be deemed to be participants within the solicitation of proxies in respect of the proposed transaction. Information regarding Aerie’s directors and executive officers, which includes a description of the direct interests, by security holdings or perhaps, is usually contained in Aerie’s proxy declaration for its 2022 annual meeting of stockholders, which was submitted with all the SEC on 04 26, 2022. Information concerning Alcon’s company directors and professional officers is definitely found in Alcon’s annual report on Form 20-F to get its fiscal year ended December 31, 2021, that was filed with the SEC on February 15, 2022. Aerie stockholders might obtain additional information regarding the particular direct plus indirect passions of the individuals in the application of unblock proxies in connection with the proposed deal, including the interests of Alcon or Aerie directors and executive officials within the transaction, which may be different than those of Aerie stockholders generally, simply by reading the particular Proxy Declaration and any other relevant documents that are filed or will be filed using the SECURITIES AND EXCHANGE COMMISSION’S relating to the transaction. You may get free duplicates of these documents using the sources indicated above.
Alcon helps people notice brilliantly. As the global head in eyes care with a heritage spanning more compared to 75 years, we offer the particular broadest profile of products to enhance sight and improve people’s lives. Our Surgical and Vision Care products touch the life of more than 260 million people in over 140 nations each year living with circumstances like cataracts, glaucoma, retinal diseases plus refractive errors. Our more than 24, 000 associates are usually enhancing the quality of life via innovative items, partnerships with Eye Care Professionals and programs that advance access to quality eye care. Learn more at www.alcon.com .
About Aerie Pharmaceutical drugs, Inc.
Aerie is a pharmaceutical organization centered on the discovery, advancement and commercialization of first-in-class ophthalmic treatments for your treatment of individuals with vision diseases plus conditions including open-angle glaucoma, dry attention, diabetic macular edema (DME) and wet age-related macular degeneration (wet AMD). More information on Aerie Pharmaceuticals is available at www.aeriepharma.com . Aerie, Rocklatan ® and Rhopressa ® are registered trademarks of Aerie Pharmaceuticals, Incorporation.
About Rocklatan ®
Rocklatan ® (netarsudil and latanoprost ophthalmic solution) 0. 02%/0. 005% is an once -daily eyesight drop given the green light by the U. S. Food and Drug Administration (FDA) for the reduction associated with elevated IOP in sufferers with open-angle glaucoma or ocular hypertonie. Launched in the United States in Might 2019, this is the fixed-dose mixture of Rhopressa ® and latanoprost ophthalmic solution (0. 005%), a commonly prescribed drug for the particular treatment of patients with open-angle glaucoma or even ocular hypertension. In clinical trials of Rocklatan ® , the most common adverse reactions were conjunctival hyperemia, corneal verticillata, instillation site pain plus conjunctival hemorrhage. More details about Rocklatan ® , which includes the product label, can be obtained at www.rocklatan.com .
Regarding Rhopressa ®
Rhopressa ® (netarsudil ophthalmic solution) 0. 02%, an once-daily eye drop approved by the Oughout. S. Food and Drug Administration (FDA) for the reduction associated with elevated intraocular pressure (IOP) in individuals with open-angle glaucoma or ocular hypertension, was launched within the United States in April 2018. In medical trials of Rhopressa ® , the majority of common adverse reactions were conjunctival hyperemia, corneal verticillata, instillation web site pain and conjunctival hemorrhage. More info about Rhopressa ® , such as the item label, can be available in www.rhopressa.com .
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