Marinus Pharmaceuticals Enters into Agreement for Acquisition by Immedica Pharma AB: An Overview of the 8-K Filing

On December 29, 2024, Marinus Pharmaceuticals, Inc. (NASDAQ: MRNS) made a significant announcement regarding its entry into an Agreement and Plan of Merger with Immedica Pharma AB, a Swedish corporation, and Matador Subsidiary, Inc. The agreement entails Immedica Pharma AB’s acquisition of Marinus Pharmaceuticals, as outlined in the 8-K SEC filing.

The Merger Agreement, signed on December 29, 2024, paves the way for Immedica Pharma AB to initiate a cash tender offer to acquire all outstanding shares of Marinus Pharmaceuticals’ common stock for $0.55 per share. This acquisition, scheduled to close in the first quarter of 2025, is subject to customary conditions and regulatory approvals.

As part of the agreement, outstanding equity awards, including options and restricted stock units, will be treated upon the merger’s completion. Marinus Pharmaceuticals’ Chief Executive Officer, Scott Braunstein, is set to receive a special one-time cash bonus of $100,000 contingent upon the merger’s closing.

The transaction marks a strategic move for Immedica Pharma AB, complementing its global rare disease business with the addition of ZTALMY® (ganaxolone) oral suspension, an FDA-approved medication for seizure disorders associated with cyclin-dependent kinase-like 5 (CDKL5) deficiency disorder (CDD) in patients two years of age and older.

This press release serves as an informational precursor to the official tender offer documentation that Immedica and Matador Subsidiary, Inc. intend to file with the U.S. Securities and Exchange Commission (SEC) once the tender offer commences. Both parties advise investors and shareholders to carefully review the forthcoming tender offer materials before making any decisions related to the offer.

Immedica Pharma AB will be advised by MTS Health Partners LP, while Marinus Pharmaceuticals has engaged Barclays Capital Inc. as its exclusive financial advisor in connection with the transaction.

The acquisition, pending approval and completion, signifies a significant step in the pharmaceutical landscape, offering new opportunities for the companies involved and potentially enhancing patient care through innovative therapeutics.

Please note that this article is a summary and interpretation of the information contained in the 8-K SEC filing. Investors and shareholders are advised to refer to the official documentation pertaining to the merger for comprehensive details and disclosures.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Marinus Pharmaceuticals’s 8K filing here.

Marinus Pharmaceuticals Company Profile

Marinus Pharmaceuticals, Inc, a pharmaceutical company, focuses on development and commercialization of therapeutic products for patients suffering from rare genetic epilepsies and other seizure disorders. It offers ZTALMY (ganaxolone), an oral suspension for the treatment of seizures associated with cyclin-dependent kinase-like 5 deficiency disorder for adult and pediatric patient populations in acute and chronic care, and in-patient and self-administered settings.