Paratek Pharmaceuticals entered a merger agreement on March 19, 2025, to acquire OptiNose, Inc. (OPTN) for $330 million.
Under the agreement, Paratek will acquire all outstanding shares of Optinose for $9 per share in cash, plus up to $5 per share in contingent value rights (CVRs) based on XHANCE’s net revenue milestones. Paratek will pay an additional $1 per share if XHANCE reaches $150 million in net sales in any calendar year before December 31, 2028, and $4 per share if it reaches $225 million in any calendar year before December 31, 2029.
The $9 per share consideration in cash represents a 50% premium from the stock’s last close.
OptiNose is a specialty pharmaceutical company focused on developing and commercializing innovative treatments for ear, nose, throat, and allergy conditions, including its proprietary Exhalation Delivery System (EDS) for chronic sinus diseases.
Paratek is a biopharmaceutical company focused on developing and commercializing novel antibiotics, including NUZYRA (omadacycline), to combat serious bacterial infections. The company was acquired in 2023 by B-FLEXION, a private investment firm, and Novo Holdings, the investment arm of the Novo Nordisk Foundation.
XHANCE is a unique treatment for chronic sinus inflammation (CRS) with or without nasal polyps. It uses a special delivery system to send medication directly to the inflamed areas, helping to relieve symptoms. This approach may reduce the need for more invasive or expensive treatments.
This acquisition helps Paratek grow beyond its main antibiotic, NUZYRA (omadacycline), and become a stronger multi-product company.
“The XHANCE indications represent overlapping call points with NUZYRA, creating opportunities for Paratek to broaden reach and awareness beyond specialists to primary care providers that Paratek is uniquely suited to maximize. Importantly, the majority of the primary care physicians Paratek calls on for NUZYRA and its approved indications are also treating patients with CRS, offering a key overlap in targets for our salesforce,” said Evan Loh, Chief Executive Officer of Paratek.
The transaction, expected to close as early as mid-2025, will be funded by Paratek, B-FLEXION Life Sciences, and Novo Holdings, along with debt financing from funds managed by Oaktree Capital Management.
Evercore served as financial advisor and Hogan Lovells as legal advisor to Optinose. Meanwhile, Lazard provided financial guidance to Paratek, with legal counsel from Skadden, Arps, Slate, Meagher & Flom.
Paratek is purchasing OptiNose at 0.72 times its sales.
For an in-depth understanding of the metrics involved in this M&A transaction, please visit the following link:
Deal Metrics for the acquisition of OptiNose, Inc. (OPTN) by Paratek Pharmaceuticals
The Deal Metrics page provides a comprehensive overview of the merger, including:
– A spread history chart from announcement to completion or failure.
– Progress updates such as HSR period expiration, regulatory approvals, shareholder votes, among others.
– News and SEC filings.
– A history of deal updates.
– And much more.
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Editor’s Note: Baranjot Kaur contributed to this article