Collegium Purchases BioDelivery Sciences International in All-Cash Deal

BioDelivery Sciences International Inc., a growing specialty pharmaceutical company dedicated to patients living with serious and complex chronic conditions, has entered into a definitive merger agreement for Collegium Pharmaceutical Inc. to purchase all outstanding shares of BDSI at $5.60 per share in an all-cash transaction.

This corresponds to a total equity value of approximately $604 million (on a fully diluted basis). The merger agreement has been unanimously approved by the Board of Directors of both BDSI and Collegium.

 Under the terms of the merger agreement, Collegium will promptly commence a tender offer to acquire all outstanding shares of BDSI’s common stock, and BDSI will file a recommendation statement containing the unanimous recommendation of the BDSI board that BDSI shareholders tender their shares to Collegium.

“We are pleased to announce the transaction with Collegium, which we view as a testament to the attractiveness of our portfolio and long-term value of our brands,” said Jeff Bailey, CEO of BDSI. “Our team has worked diligently to grow our differentiated products. We believe that this transaction will deliver benefits to patients and prescribers and create significant value for our shareholders.”

Terms of the Agreement

Under the terms of the merger agreement, Collegium will promptly commence a tender offer to acquire all of the outstanding shares of BDSI’s common stock at a price of $5.60 per share in cash. The consideration represents a 54% premium to BDSI common stock’s closing price of $3.64 on February 11, 2022 and a premium of 65% over the 30 trading days volume weighted average price of $3.40.

The closing of the tender offer will be subject to a majority of BDSI’s outstanding shares being tendered. In addition, the transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

Following completion of the tender offer, Collegium will acquire all remaining shares at the same price of $5.60 per share through a second step merger. The closing of the transaction is expected to take place late in the first quarter of 2022.