Pharma BD Deal Intelligence

Endo Pharmaceuticals Inc. / Penwest Pharmaceuticals Co.

2010 · Acquisition/Merger · $144M · Complete

Endo's ~$144M acquisition of Penwest to capture full economics on Opana ER instead paid off in bankruptcy: the reformulated drug was linked to an HIV/hepatitis-C outbreak, triggered the first-ever FDA-requested opioid market withdrawal in 2017, and contributed to Endo's 2022 Chapter 11 filing with roughly $1.086B in criminal fines and $450M forfeiture.

WRONG BY 58 POINTS
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The coverage arc

Aug 09, 2010 FierceBiotech Bullish

FierceBiotech reported the deal as immediately accretive to 2010 EPS via royalty elimination and tax attributes, with Endo raising guidance to $3.30-$3.35 —…

Aug 09, 2010 Penwest Pharmaceuticals Form 8-K Exhibit 99.1 Bullish

Penwest Pharmaceuticals agreed to be acquired by Endo for $5.00 per share in cash, with Endo being Penwest's long-time partner in the development and…

Dec 01, 2010 Benzinga / Zacks Neutral

Zacks maintained a neutral long-term stance (#3 Hold) on Endo following the back-to-back Penwest and Qualitest deals, citing solid OPANA economics offset by…

Source summaries from our enrichment pipeline; follow links for originals.

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Endo agreed to acquire Penwest at $5.00/share cash, ~$144M enterprise value. Eliminates royalty stream on OPANA ER. Closed November 4, 2010.

Did it work? Outcome assessment

Strategic verdict
Partially Achieved
Financial impact
Impaired/Written Down
Endo absorbed Penwest ($5.00/share, ~$144M enterprise value) primarily to capture the Opana ER royalty stream it had been paying. The thesis held for several years, but after the FDA's June 2017 withdrawal request Endo voluntarily pulled Opana ER from the market, taking an ~$20M pre-tax impairment to write off the product's remaining intangible value.
Pipeline outcome
Assets Terminated
The core acquired asset, Opana ER (extended-release oxymorphone) and its abuse-deterrent reformulation, was withdrawn from the market in 2017 at the FDA's request amid abuse and the opioid crisis; net sales had already fallen from $158.9M (FY2016) to $35.7M in Q1 2017.

Key facts

Disease & market context

Chronic Moderate-to-Severe Pain (Long-Acting Opioid)

Disease Overview

Chronic moderate-to-severe pain requiring around-the-clock long-acting opioid therapy is treated with extended-release formulations of oxycodone, oxymorphone, morphine, hydromorphone, fentanyl, and methadone. Abuse, addiction, and diversion of these agents drove regulatory and commercial focus on abuse-deterrent formulations during the 2010-2013 period.

Competitive Landscape

At the 2010 deal date, the long-acting opioid market was anchored by Purdue's reformulated OxyContin (oxycodone ER, relaunched in abuse-deterrent form August 2010), Janssen's Duragesic (fentanyl patch), Mallinckrodt's MS Contin (morphine ER), and Endo/Penwest's OPANA ER (oxymorphone ER, using Penwest's TIMERx controlled-release matrix). Endo and Penwest had co-developed OPANA ER under a 1997 collaboration with a royalty stream owed to Penwest. The $144M acquisition collapsed the royalty — the primary source of accretion was 'reduction in cost of goods sold associated with OPANA ER royalties' — and pulled Penwest's TIMERx delivery technology and small pipeline in-house. Concurrently, Endo filed an NDA with Grünenthal for a crush-resistant abuse-deterrent reformulation of OPANA ER, mirroring Purdue's OxyContin defensive playbook ahead of generic OPANA ER entry, which patent settlements with Sandoz and Barr/Impax had locked to January 2013. The deal is generally viewed as defensive and accretive in the near term but vulnerable to (i) generic erosion, which materialized, and (ii) the FDA's 2017 request that Endo withdraw the abuse-deterrent OPANA ER reformulation due to a shift to IV abuse — outcomes that ultimately limited long-term value capture. Shareholder lawsuits questioned whether Penwest's $5.00/share price was fair. Source: https://www.genengnews.com/topics/drug-discovery/endo-to-acquire-penwest-in-deal-with-enterprise-value-of-144m/

Related deals — scored

DealYearValueOutcome
Endo Pharmaceuticals Inc. / Penwest Pharmaceuticals Co. (this deal)2010$144M13
Endo Pharmaceuticals Inc. / Algos Pharmaceutical Corporation2000$250M34
Endo Pharmaceuticals Inc. / Indevus Pharmaceuticals, Inc.2009$370M33
Endo Pharmaceuticals Inc. / SkyePharma plc2003$120M17
Endo Pharmaceuticals Inc. / HealthTronics, Inc.2010$223M17
Endo Pharmaceuticals Inc. / Qualitest Pharmaceuticals2010$1.2B17
Endo Pharmaceuticals Inc. / American Medical Systems Holdings, Inc.2011$2.9B13

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