Zynerba Pharmaceuticals, Inc. (NASDAQ: ZYNE) has soared vigorously in today’s market scenario, registering a notable ascension of 279.06% and reaching $1.28 today as per the most recent observations. The prior trading session, that is, Friday, witnessed the stabilization of Zynerba’s stock, demonstrating a modest uptick of 0.89% to culminate the day’s trade at $0.3390. This remarkable surge in ZYNE’s valuation can be attributed to a compelling takeover proposition that has materialized.
Harmony Biosciences (Nasdaq: HRMY) has officially unveiled a definitive agreement, unveiling its strategic intent to acquire Zynerba Pharmaceuticals (ZYNE), a pharmaceutical entity specializing in rare neuropsychiatric ailments, prominently including Fragile X syndrome (FXS). Per the meticulously outlined stipulations within the definitive agreement, Harmony Biosciences will embark upon a decisive tender offer, poised to procure all outstanding shares of Zynerba at a stipulated purchase price of $1.1059 per share in hard currency.
Alternatively, this amounts to an aggregate of $60 million, augmented by the inclusion of an exceptional non-negotiable contingent value right (CVR) appended to each share. Notably, this CVR extends the right to potential supplementary disbursements, capping at an aggregate sum of $140 million, subject to the achievement of specific clinical, regulatory, and commercial benchmarks.
Elaborating upon the discrete milestones tethered to this acquisition framework:
Clinical Attainments
Successful culmination of FXS Phase 3 clinical trial: Yields an aggregate sum of $15 million or approximately $0.2747 per share.
Positive data readout stemming from FXS Phase 3 clinical trial:
- If realized by or on December 31, 2024: $30 million in total, equating to around $0.5494 per share.
- If actualized prior to June 30, 2025: A total of $20 million, corresponding to approximately $0.3663 per share.
- Post-June 30, 2025 accomplishment: Sum of $10 million, approximating $0.1831 per share.
Regulatory Landmarks
- Obtaining FDA endorsement for FXS: Sums up to $35 million in total or roughly $0.6389 per share.
- Securing FDA approval for a Secondary Indication: Yields $15 million in aggregate, approximately $0.2707 per share.
Net Sales Benchmarks
- Reaching $250 million in aggregate Net Sales: Results in a total of $15 million or roughly $0.2702 per share.
- Achieving $500 million in cumulative Net Sales: Translates to an aggregate sum of $30 million, approximating $0.5405 per share.
Anticipated to conclude in the fourth quarter of 2023, this transaction hinges on customary closure prerequisites. Among these, a crucial condition involves the tendering of a majority of Zynerba’s outstanding shares by its stockholders to Harmony in conjunction with the tender offer. Subsequent to a triumphant tender offer culmination, Harmony Biosciences will finalize the acquisition of remaining Zynerba shares via a second-step merger at the same unit price specified in the initial tender offer. Zynerba’s board of directors, with unanimous consensus, urges its shareholders to participate in this tender offer.
