Alexza Pharmaceuticals said today it has agreed to be acquired by Grupo Ferrer Internacional for up to nearly $55 million, in a deal that adds Alexza’s marketed drug Adasuve® (Staccato loxapine) and central nervous system (CNS) pipeline to the buyer’s pharmaceutical offerings.

Adasuve is an antipsychotic drug indicated for agitation associated with schizophrenia or bipolar I disorder in adults. It has been approved for marketing in 42 countries, is launched and available in 21, and has been submitted for approval in seven additional countries.

Ferrer is Alexza’s commercial partner in marketing Adasuve in much of the world outside the U.S., including Europe, Latin America, the Commonwealth of Independent States countries, the Middle East, North Africa countries, Korea, the Philippines, and Thailand. Ferrer paid Alexza $10 million upfront in 2011 in return for rights to co-develop Adasuve.

“Over the past 4 years, we have come to appreciate their professionalism, passion, dedication, and commitment to Alexza's technologies, products, and people.  With this combination, we feel that Alexza's products will be well positioned for long-term success in serving important patient needs,” Alexza President and CEO Thomas B. King said in a statement.

Adasuve and Alexza’s pipeline drugs are based on the Staccato system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, with the goal of providing rapid systemic delivery and therapeutic onset, in a simple, noninvasive manner.

“We firmly believe that the Staccato technology will change the lives of patients with severe mental and neurological disorders.  At the same time it will help healthcare professionals to improve their management in the increasingly digitalized and personalized healthcare context,” added Ferrer CEO Jordi Ramentol.

Alexza’s active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle-of-the-night insomnia.

The CNS is one of Ferrer’s 10 therapeutic areas, along with cardiology, dermatology, gastroenterology, metabolism, oncology, the musculoskeletal system, pediatrics, pain management, and the respiratory system.

Ferrer subsidiary Ferrer Pharma plans to begin a tender offer to acquire all outstanding shares of Alexza's common stock for 90 cents per share cash—a 67% premium to the closing price on Monday—plus one contingent value right (CVR). As of March 23, the company reported a total of 21,750,615 outstanding shares of its common stock, bringing the value of the stock portion of the deal to $19.6 million.

The CVR will entitle the stockholder to receive a pro-rata share of up to four payment categories valued at up to $35 million, tied to achieving licensing payments and revenue milestones.

Upon successful completion of the tender offer, Ferrer Pharma will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and same CVR obligation as in the tender offer. The tender offer and withdrawal rights are expected to expire at midnight ET on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and SEC rules.

The tender offer is subject to conditions that include a minimum tender of a number of Alexza shares that, when added to Ferrer’s shares, represents a majority of outstanding shares (including shares issued upon the exercise of options).  Alexza’s board of directors has unanimously approved the acquisition.

Founded in 1959, privately held Ferrer is headquartered in Barcelona, Spain, and is active in pharma as well as the health, fine chemicals, and food sectors in Europe, Latin America, Africa, the Middle East, Asia, and the U.S.

Ferrer's human healthcare products are commercialized in more than 95 countries, through 24 international affiliates (including joint ventures) and 70 partners and distributors.

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