Pharma BD Deal Intelligence
ARCHIMED-managed funds (via Essence Parent Inc. / Essence MergerCo Inc.) entered a definitive merger agreement on 5/1/26 to take Esperion (ESPR) private for $3.16/share in cash plus one non-tradeable CVR; total equity value up to ~$1.1B. The $3.16 upfront is a 58% premium to the 4/30/26 close. The CVR splits into two milestones: up to $40M tied to bempedoic acid (NEXLETOL/NEXLIZET) 2027 US net sales (full above $350M, linear from $300-350M), and up to $60M tied to ENBUMYST (bumetanide) if US net sales reach $160M in any calendar year through 12/31/2030. Financing (~$706M equity + $550M debt from Pharmakon Advisors / BioPharma Credit) is committed and not a closing condition; the agreement carries a $34.2M company termination fee and a $68.3M reverse termination fee. Closing is expected in Q3 2026 (outside date 11/1/26), subject to a shareholder vote and HSR + German merger control clearances. As of 6/7/26 the deal remains pending: a preliminary proxy (PREM14A) has been filed but the special-meeting date is not yet set, and no superior proposal has emerged.