Alpharetta-based Alimera (NASDAQ:ALIM) Sciences Inc. (NASDAQ:ALIM) has finalized its merger with ANI Pharmaceuticals (NASDAQ:ANIP), Inc., as announced in a recent SEC filing. The pharmaceutical preparations company has become a wholly owned indirect subsidiary of ANI Pharmaceuticals, marking a significant change in control.
The merger agreement, which was first established on June 21, 2024, culminated today with the completion of the merger, resulting in the cessation of Alimera Sciences as an independent entity. Following the merger, all shares of Alimera Sciences common stock were converted into the right to receive $5.50 in cash per share and one contingent value right (CVR), which could yield additional cash payments depending on future revenue milestones.
In line with the merger's terms, Alimera Sciences' 2010 Employee Stock Purchase Plan was terminated. Additionally, all outstanding indebtedness under various agreements with SLR Investment Corp. and other lenders was repaid and the related agreements were terminated.
As a direct consequence of the merger, trading of Alimera Sciences common stock on The Nasdaq Global Market has been suspended. The company has requested the delisting and deregistration of its shares from the SEC and plans to file a Form 15 to terminate its reporting obligations under the Exchange Act.
The merger also prompted changes to Alimera Sciences' board of directors and executive officers. The directors of ANI Pharmaceuticals' Merger Subsidiary have replaced Alimera Sciences' existing board members, and the officers of Alimera Sciences prior to the merger have become officers of the surviving corporation.
The CVR Agreement established as part of the merger could lead to additional payouts if specific revenue targets for ILUVIEN® and YUTIQ® are met in fiscal years 2026 and 2027. The CVRs entitle holders to cash payments upon the achievement of these milestones, with certain rights to audit and enforcement outlined in the agreement.
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