Insud Pharma Acquires Agile Therapeutics in $45 Million Women's Health Deal

Agile Therapeutics shareholders are set to receive $1.52 per share in a definitive acquisition by Spain-based pharmaceutical group Insud Pharma through its US subsidiary Exeltis, marking a substantial 356% premium to the company’s closing price on June 25, 2024. The transaction values Agile Therapeutics at approximately $45 million in enterprise value.

Deal Structure and Strategic Rationale

The acquisition, announced on June 26, 2024, represents a strategic expansion of Exeltis’s existing women’s health and contraceptive portfolio. Insud Pharma, a 45-year-old global pharmaceutical player with operations spanning over 50 countries, will integrate Agile Therapeutics’s innovative contraceptive solutions into its broader platform.

As part of the transaction framework, Insud has committed to establishing an $8 million credit facility secured by Agile Therapeutics’s intellectual property. This financing instrument will primarily support inventory acquisition during the post-closing transition period.

Additionally, warrant holders representing at least 95% of Agile Therapeutics’s outstanding common stock warrants have agreed to a cash-out and cancellation arrangement, contingent on transaction completion. A third amendment to Agile Therapeutics’s manufacturing and commercialization agreement with Corium Innovations has also been executed, establishing commercially reasonable terms acceptable to Insud.

Key Asset: Twirla Contraceptive Technology

The centerpiece of this acquisition is Twirla, a once-weekly transdermal hormonal contraceptive patch—the only low-dose combined hormonal contraceptive patch of its kind. Twirla represents a significant advancement in women’s contraceptive options, offering freedom from daily pill administration without requiring commitment to longer-acting methods.

The product’s foundation rests on Agile Therapeutics’s proprietary Skinfusion technology, which enables efficient drug delivery through the skin. Twirla’s clinical differentiation positions it as a valuable addition to Exeltis’s therapeutic capabilities in women’s health.

Executive Perspective and Market Implications

Al Altomari, Chairperson and Chief Executive Officer of Agile Therapeutics, emphasized the company’s achievement in bringing Twirla to market and building commercial momentum. He expressed confidence that Exeltis possesses the organizational infrastructure and resources necessary to accelerate Twirla’s growth trajectory.

The Agile Therapeutics Board of Directors unanimously endorsed the transaction. Closing is anticipated in the third quarter of 2024, pending standard conditions including shareholder approval and fulfillment of obligations to Corium under the manufacturing agreement. Upon completion, Agile Therapeutics will exit public market listing.

Transaction Advisors

H.C. Wainwright & Co. served as exclusive financial advisor to Agile Therapeutics, with Morgan, Lewis & Bockius LLP providing legal counsel. Loeb & Loeb LLP and RC Law LLP represented Insud Pharma and Exeltis USA.