Adamis Pharmaceuticals Provides Update On Its US Compounding Business
January 26 2021 - 9:00AM
Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) today announced
that it has entered into a non-binding letter of intent with a
potential buyer for sale of substantially all of the assets of its
US Compounding Inc. (USC) subsidiary. Under the terms described in
the letter of intent, the buyer would agree to acquire
substantially all of the assets of US Compounding in exchange for a
total gross consideration that could range from approximately
$10-20 million, before transaction fees and expenses and other
potential post-closing adjustments.
If a transaction is negotiated, reflected in definitive
agreements entered into by the parties, and completed, the proposed
purchase price consideration includes a combination of a cash
payment at the closing of the transaction, a promissory note
representing portion of the purchase price payable at a future
date, and potential future performance-based milestone payments
over a period of years. The amount and structure of consideration
could change as a result of subsequent negotiations, due diligence
or other factors.
Any definitive agreement would be subject to approval by the
respective parties, including approval by the board of directors of
Adamis, and would likely include a number of customary provisions,
including without limitation representations and warranties of
Adamis and USC, restrictive covenants and indemnification
provisions.
The closing of a transaction would be contingent on the
satisfaction of closing conditions which might include, among other
things: (i) the receipt of required governmental, regulatory, and
third-party consents and approvals, (ii) buyer obtaining required
licenses, permits, registrations, or other approvals from the
necessary state boards of pharmacy and other state and federal
governmental authorities, and (iii) other customary closing
conditions.
The letter of intent is non-binding other than with respect to
certain customary confidentiality and exclusivity provisions. There
can be no assurances that the parties will negotiate and enter into
definitive transaction agreements, the final terms that might be
included in any definitive agreements, whether a transaction will
be completed, or concerning the timing of closing of any such
transaction.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, respiratory and inflammatory disease. The company’s
SYMJEPI (epinephrine) Injection products are approved by the FDA
for use in the emergency treatment of acute allergic reactions,
including anaphylaxis. Adamis’ naloxone injection product
candidate, ZIMHI, for the treatment of opioid overdose is currently
under FDA review. Adamis is developing additional products,
including treatments for acute respiratory diseases, such as
COVID-19, influenza, asthma and COPD. The company’s
subsidiary, U.S. Compounding, Inc., compounds sterile
prescription drugs, and certain nonsterile drugs for human and
veterinary use by hospitals, clinics, surgery centers, and vet
clinics throughout most of the United States.
About US Compounding
In April 2016, Adamis acquired US Compounding Inc. (USC) which
is registered as a drug compounding outsourcing facility under
Section 503B of the FDCA and the U.S. Drug Quality and Security
Act, or DQSA, and which provides prescription compounded
medications, including compounded sterile preparations and
nonsterile compounds, to patients, physician clinics, hospitals,
surgery centers and other clients throughout most of the United
States. USC’s product offerings broadly include, among others,
corticosteroids, hospital outsourcing products, and injectables.
USC also provides compounded pharmaceutical products for
animals.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that are subject to a number of risks and uncertainties. These
statements relate to future events our future results of
operations, including without limitation: whether Adamis and USC
will negotiate any definitive agreements regarding the sale of
USC’s business and assets, the terms of any such definitive
agreement, the timing of completion of any such transaction, and
the amount of gross consideration that Adamis and USC may receive
at the closing of any such transaction or pursuant to the
promissory note or potential future contingent milestone payments
contemplated by the letter of intent or any definitive agreement.
Readers are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date on
which they are made and reflect management’s current estimates,
projections, expectations and beliefs. There can be no assurances
that Adamis or USC will enter into any definitive agreements for
the sale of the business and assets of USC or that, if such an
agreement is entered into, it will be completed, or concerning the
time when the proposed transaction contemplated by the letter of
intent might be completed. Certain of these risks, uncertainties,
and other factors are described in greater detail in Adamis’
filings from time to time with the SEC, including its annual
report on Form 10-K for the year ended December 31, 2019, and
our subsequent filings with the SEC, which Adamis
strongly urges you to read and consider, all of which are available
free of charge on the SEC's web site
at http://www.sec.gov. Except to the extent required by law,
any forward-looking statements in this press release speak only as
the date of this press release, and Adamis expressly disclaims any
obligation to update any forward-looking statements.
Contacts:
Mark FlatherSenior Director, Investor Relations& Corporate
CommunicationsAdamis Pharmaceuticals Corporation(858)
412-7951mflather@adamispharma.com
Adamis Pharmaceuticals (NASDAQ:ADMP)
Historical Stock Chart
From Aug 2024 to Sep 2024
Adamis Pharmaceuticals (NASDAQ:ADMP)
Historical Stock Chart
From Sep 2023 to Sep 2024