Esperion Therapeutics (NASDAQ:ESPR) ("Esperion," or the "Company"), a commercial-stage biopharmaceutical company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies, and ARCHIMED ("ARCHIMED"), a leading investment firm focused exclusively on healthcare industries, today announced that they have entered into a definitive agreement under which funds managed by ARCHIMED will acquire Esperion in a transaction valued at up to approximately $1.1 billion in total equity value on a fully diluted basis, assuming full achievement of certain commercial-based milestones.

Under the terms of the agreement, Esperion shareholders will receive $3.16 per share in cash at closing, plus the right to participate in contingent milestone payments of up to $100 million in the aggregate tied to future net sales performance. The upfront cash consideration represents a premium of 58% to Esperion's closing share price on April 30, 2026.

Founded in 2008, Esperion is a commercial-stage biopharmaceutical company focused on bringing new medicines to market that address unmet needs of patients and healthcare professionals. The Company offers unique solutions to combat the risk of cardiovascular disease, which remains the #1 killer of men and women worldwide.

"This transaction marks an exciting new chapter for Esperion, our employees, and the patients and healthcare professionals we serve," said Sheldon Koenig, Chief Executive Officer and member of the Board of Directors of Esperion. "ARCHIMED's acquisition of Esperion provides our shareholders with attractive and immediate upfront value at a compelling premium, while preserving the opportunity to participate in additional upside through contingent milestone payments tied to the future growth of our core cardiometabolic products. With ARCHIMED's support, we believe Esperion will be well positioned to advance our Vision 2040 strategy and continue addressing the global burden of cardiometabolic disease."

"We are excited to partner with Esperion as it enters its next phase of growth," said Justin Bateman, Partner at ARCHIMED. "We believe the Company, in partnership with ARCHIMED, has a strong foundation from which to continue building in cardiovascular and primary care markets."

Transaction Details

Under the terms of the agreement, an affiliate of ARCHIMED will acquire all outstanding shares of Esperion for $3.16 per share in cash at closing, plus one non-tradeable contingent value right (CVR) that will entitle the holder to participate in two contingent milestone payments of up to $100 million in the aggregate as follows:

A contingent milestone payment based on annual U.S. net sales of certain products containing bempedoic acid (including NEXLETOL® and NEXLIZET®) in calendar year 2027 equal to (i) $40 million in the aggregate if such annual net sales are greater than $350 million or (ii) an amount between $0 and $40 million in the aggregate, determined by linear interpolation, if such annual net sales exceed $300 million but are less than $350 million; and

 

A contingent milestone payment based on annual U.S. net sales of certain products containing bumetanide (including ENBUMYST®) equal to $60 million in the aggregate if such annual net sales equal or exceed $160 million in any single calendar year through December 31, 2030.

 

The Company's Board of Directors has unanimously approved the transaction and recommends that Esperion shareholders vote their shares to approve the transaction. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by Esperion's shareholders and receipt of certain required regulatory approvals. Until that time, Esperion will continue to operate as a separate and independent company.

Following completion of the transaction, Esperion will become a privately held company and its common stock will no longer be listed on the Nasdaq Stock Market.

Debt financing for this transaction will be provided by investment funds managed by Pharmakon Advisors, LP. The transaction is not subject to a financing condition.