Lumara Health, a Missouri-based specialty pharmaceutical company, has entered into two separate definitive agreements for the sale of its maternal health business and, separately, the sale of its women's healthcare assets.
AMAG Pharmaceuticals will acquire Lumara Health and its wholly owned subsidiaries, including its flagship product, Makena (hydroxyprogesterone caproate injection), for $675 million ($600 million in cash and 3,209,971 newly issued shares of AMAG Pharmaceuticals) and additional contingent consideration of up to $350 million based on achievement of certain sales milestones. AMAG Pharmaceuticals is a specialty pharmaceutical company headquartered in Waltham, Mass.
In a separate asset purchase transaction, a subsidiary of Perrigo will acquire the assets of Lumara Health's women's healthcare business, including Clindesse (clindamycin phosphate) Vaginal Cream, 2%, Gynazole-1 (Butoconazole Nitrate Vaginal Cream USP, 2%) and Evamist (estradiol transdermal spray) for $82 million. Perrigo is a provider of OTC healthcare products for the store brand marketplace and in pharmaceutical technologies.
The agreements, which have been approved by the boards of directors of all three companies, are subject to customary closing conditions including regulatory approvals. The transactions are expected to be completed by the end of 2014.
The total upfront value of the two transactions is expected to be approximately $757 million, which includes cash and stock consideration from AMAG, and cash from Perrigo, in each case subject to customary purchase price adjustments for net working capital, cash and debt. A portion of these proceeds will be held in escrow for specified periods after closing.