Harmony Biosciences to acquire Zynerba

Harmony Biosciences (HRMY) announced a definitive agreement to acquire Zynerba Pharmaceuticals (ZYNE). Under the terms of the definitive agreement, Harmony will commence a tender offer to acquire all outstanding shares of Zynerba for a purchase price of $1.1059 per share in cash, or $60M in the aggregate, plus one non-tradeable contingent value right per share, representing the right to receive potential additional payments of up to $140M in the aggregate, subject to the achievement of certain clinical, regulatory and sales milestones. Zynerba’s lead asset, Zygel, is the first and only pharmaceutically manufactured, synthetic cannabidiol, a non-euphoric cannabinoid, formulated as a patent-protected permeation-enhanced gel for transdermal delivery through the skin and into the circulatory system. Zygel is currently being evaluated in a pivotal Phase 3 clinical trial for patients living with FXS. Cannabidiol, the active ingredient in Zygel, has been granted orphan drug designation by the FDA and the EMA for the treatment of FXS and for the treatment of 22q. There are currently no FDA-approved therapies to treat 22q. Harmony will fund the transaction from its existing cash on hand. As of June 30, 2023, Harmony had cash, cash equivalents and investment securities of $429.6M. Zynerba’s existing cash and cash equivalent balance was approximately $36.0M as of June 30. The transaction is expected to close by Q4. Zynerba’s board of directors unanimously recommends that Zynerba’s stockholders tender their shares in the tender offer.