UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2017
ANI PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-31812 | 58-2301143 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
210 Main Street West Baudette, Minnesota |
56623 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (218) 634-3500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information contained in Item 2.01 below is incorporated to this Item 1.01 by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On February 23, 2017, ANI Pharmaceuticals, Inc. (the "Company" or "ANI") entered into and closed on an asset purchase agreement (the "Cranford Agreement") with Cranford Pharmaceuticals, LLC pursuant to which the Company acquired a distribution license, trademark and finished goods inventory for Inderal® XL (the "Cranford Assets"). In consideration for the acquisition of the Cranford Assets, the Company paid a purchase price of approximately $20 million. The Cranford Agreement contains various customary representations, warranties, covenants and closing conditions, as well as customary provisions relating to insurance, indemnity, confidentiality and other matters.
On February 23, 2017, the Company entered into and closed on an asset purchase agreement (the "Holmdel Agreement") with Holmdel Pharmaceuticals LP pursuant to which the Company acquired the NDA, trademark and finished goods inventory for InnoPran XL®, including a license to an Orange Book listed patent (the "Holmdel Assets"). In consideration for the acquisition of the Holmdel Assets, the Company paid a purchase price of approximately $31 million. The Holmdel Agreement contains various customary representations, warranties, covenants and closing conditions, as well as customary provisions relating to insurance, indemnity, confidentiality and other matters.
A press release announcing the acquisition of the Cranford Assets and the Holmdel Assets is filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 2.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 23, 2017, the Company drew down $30 million from its credit agreement with Citizens Bank Capital, a division of Citizens Asset Finance, Inc., dated May 12, 2016 (the "Credit Agreement"), and used such proceeds to fund the acquisition of the Holmdel Assets. Borrowings under the Credit Agreement initially bear an interest rate equal to a LIBOR rate plus 1.75% per annum. A summary of the material terms of the Credit Agreement is included in the Company’s Form 8-K filed on May 17, 2016 and such summary is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| No. | Description | |
| 99.1 | Press release, dated February 24, 2017, announcing the acquisition of the Cranford Assets and the Holmdel Assets. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANI PHARMACEUTICALS, INC. | ||
| By: | /s/ Stephen P. Carey | |
| Stephen P. Carey | ||
| Vice President, Finance, and Chief Financial Officer | ||
| Dated: February 24, 2017 | ||
Exhibit 99.1
ANI Pharmaceuticals Acquires Inderal® XL and InnoPran XL®
BAUDETTE, Minn., Feb. 24, 2017 /PRNewswire/ -- ANI Pharmaceuticals, Inc. ("ANI") (Nasdaq: ANIP) today announced that it has acquired Inderal® XL from Cranford Pharmaceuticals, LLC and InnoPran XL® from Holmdel Pharmaceuticals LP. The acquired assets include the NDA and trademark for InnoPran XL® including a license to an Orange Book listed patent, and a distribution license and trademark for Inderal® XL as well as finished goods inventory of both products. Inderal® XL and InnoPran XL® are currently available in 80mg and 120mg sustained release capsules and are indicated for hypertension. Inderal® XL and InnoPran XL® generated combined sales of $23.3 million in calendar year 2016, according to IMS Health. The acquisitions were funded through a combination of cash and debt.
In conjunction with today's announcement, ANI has immediately begun selling both Inderal® XL 80mg and 120mg sustained release capsules as well as InnoPran XL® 80mg and 120mg sustained release capsules under their current labels. ANI will transition both products to the ANI label at a future date.
Arthur S. Przybyl, ANI's President and CEO stated, "We are excited to add these two patent protected products to our existing brand business and to further extend our commercial portfolio of brand and generic extended release beta blockers."
About Inderal® XL capsules
Inderal® XL is a beta adrenergic blocker indicated for the treatment of hypertension, to lower blood pressure. Lowering blood pressure reduces the risk of fatal and nonfatal cardiovascular events, primarily strokes and myocardial infarctions.
About InnoPran XL® capsules
InnoPran XL® is a beta adrenergic blocker indicated for the treatment of hypertension, to lower blood pressure. Lowering blood pressure reduces the risk of fatal and nonfatal cardiovascular events, primarily strokes and myocardial infarctions.
About ANI
ANI Pharmaceuticals, Inc. (the "Company" or "ANI") is an integrated specialty pharmaceutical company developing, manufacturing, and marketing branded and generic prescription pharmaceuticals. The Company's targeted areas of product development currently include narcotics, oncolytics (anti-cancers), hormones and steroids, and complex formulations involving extended release and combination products. For more information, please visit our website www.anipharmaceuticals.com.
Forward-Looking Statements
To the extent any statements made in this release deal with information that is not historical, these are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about price increases, the Company's future operations, products financial position, operating results and prospects , the Company's pipeline or potential markets therefor, and other statements that are not historical in nature, particularly those that utilize terminology such as "anticipates," "will," "expects," "plans," "potential," "future," "believes," "intends," "continue," other words of similar meaning, derivations of such words and the use of future dates.
Uncertainties and risks may cause the Company's actual results to be materially different than those expressed in or implied by such forward-looking statements. Uncertainties and risks include, but are not limited to, the risk that the Company may face with respect to importing raw materials; increased competition; acquisitions; contract manufacturing arrangements; delays or failure in obtaining product approval from the U.S. Food and Drug Administration; general business and economic conditions; market trends; products development; regulatory and other approvals and marketing.
More detailed information on these and additional factors that could affect the Company's actual results are described in the Company's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as its proxy statement. All forward-looking statements in this news release speak only as of the date of this news release and are based on the Company's current beliefs, assumptions, and expectations. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For more information about ANI, please contact:
Investor Relations
IR@anipharmaceuticals.com