Pernix Therapeutics, a specialty pharmaceutical company based in The Woodlands, Texas, has entered into a definitive merger agreement to acquire Somaxon Pharmaceuticals, a San Diego-based specialty pharmaceutical company, in a stock-for-stock transaction with a total equity value of $25 million.

The agreement, which has been unanimously approved by the boards of directors of both companies, designates that Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock. The number of shares of Pernix common stock to be issued to the stockholders of Somaxon will be based on the volume-weighted average price of Pernix's common stock over the 30 day period ending on the day immediately prior to the closing of the proposed merger, subject to limitations on the maximum and minimum number of shares of Pernix common stock issuable in the transaction based on a price range of $6.00 to $9.00 per share.

"The acquisition of Somaxon is another important step in the growth strategy of Pernix, which is expected to continue to expand our product portfolio, in addition to our recently announced agreements to acquire Cypress Pharmaceuticals and Hawthorn Pharmaceuticals,” said Cooper Collins, president and CEO of Pernix. “Somaxon's product Silenor, which is a non-seasonal product, broadens our branded product line and may also have potential as an OTC product in the future."

Silenor (doxepin) is approved for the treatment of insomnia characterized by difficulty with sleep maintenance and is not a controlled substance. In clinical trials, Silenor demonstrated maintenance of sleep, including into the seventh and eighth hours of the night, with no meaningful evidence of next day residual effects and an overall adverse events profile that was comparable to placebo.

On a trailing 12-month basis as of September 30, 2012, Somaxon had net sales related to Silenor of approximately $11.7 million. Pernix expects net sales from Silenor on an annualized basis to be in the range of approximately $10 million to $15 million in earnings before interest, taxes, depreciation and amortization (EBITDA) resulting from such Silenor net sales in the range of approximately $5 million to $10 million.

"We believe this acquisition will provide the opportunity to more fully capitalize on the Silenor brand,” said Richard W. Pascoe, president and CEO of Somaxon. “Moreover, with Pernix's recently announced acquisition of Cypress and Hawthorn, we believe that the combined entity, with its broad platform of branded, generic and OTC products, represents long-term value for the benefit of all of our stockholders.”

The acquisition is subject to the approval of Somaxon's shareholders and the satisfaction of other terms and conditions. Stifel Nicolaus Weisel is acting as financial advisor to Somaxon in the transaction.