ESPR Esperion Therapeutics, Inc.
Price Chart
Executive Summary
The filing is a definitive merger proxy (DEFM14A) for Esperion Therapeutics' acquisition by ArchiMed for $3.16/share plus one CVR per share. The board unanimously recommends a FOR vote. The deal requires majority approval of outstanding shares, with the special meeting on July 8, 2026. Total transaction costs are ~$1.08 billion, funded by $706.1M equity commitments and up to $550M debt. CVRs offer up to $100M in total contingent payments tied to sales milestones.
Key Financial Metrics
Actionable Insight
Traders should monitor the shareholder vote on July 8 and regulatory HSR/German clearance. The $3.16 cash price sets an effective floor near that level. CVR upside to $100M aggregate is real but contingent on achieving aggressive 2027 bempedoic acid sales ($300M+) or enbumyst sales ($160M+). If the deal closes, delisting will occur shortly after.
Key Facts
- Merger consideration: $3.16/share cash + 1 CVR per share
- Total funding ~$1.08B: $706.1M equity from ArchiMed funds + up to $550M debt commitment from BPCR/ BioPharma Credit
- Special meeting July 8, 2026; required vote is majority of outstanding shares (257.7M shares outstanding)
- CVRs: up to $40M aggregate if U.S. bempedoic acid net sales exceed $300M in CY 2027 (max $350M); up to $60M if enbumyst U.S. net sales exceed $160M in any single CY through 2030
- Board and financial advisor Centerview Partners opined that consideration is fair from a financial point of view
- Company termination fee: $34.2M; Parent termination fee: $68.3M
- Expected close: Q3 2026; HSR and German merger control filings submitted May 15, 2026
- No dissenting directors; board recommendation was unanimous
Financial Impact
Total transaction size ~$1.08 billion in cash for equity and debt paydown/fees; $3.16/share cash consideration implies ~$814M equity value on 257.7M shares outstanding; up to $100M additional CVR payments contingent on sales milestones
Risk Factors
- Shareholder vote failure: requires majority of all outstanding shares, not just votes cast — abstentions/failures to vote count as AGAINST
- Regulatory delay or antitrust conditions from HSR or German Federal Cartel Office
- CVR payments uncertain and could be zero if sales milestones not met
- Debt financing terms or conditions may delay close if tranche A funding conditions not satisfied
Market Snapshot
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-071107 |
| Document: tm2615754-2_defm14a.htm | 0001104659-26-071107 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 9, 2026
today
|
8-K
| $3.14 awaiting T+1 | awaiting T+1 | — | $3.15 (+0.32%) |
|
Jun 8, 2026
1d ago
|
DEFM14A
| $3.13 awaiting T+1 | awaiting T+1 | — | $3.15 (+0.64%) |
|
Jun 1, 2026
8d ago
|
8-K
| $3.14 $3.14 | · 0.00% | ▲ +0.72% | $3.15 (+0.32%) |
|
May 29, 2026
11d ago
|
PREM14A
| $3.13 $3.14 | ▲ +0.32% | ▲ +0.17% | $3.15 (+0.64%) |
|
May 26, 2026
14d ago
|
Press Release
| $3.12 $3.13 | ▲ +0.32% | ▲ +0.31% | $3.15 (+0.96%) |
|
May 1, 2026
5w ago
|
DEFA14A
| $3.12 $3.12 | · 0.00% | ▼ −0.80% | $3.15 (+0.96%) |
|
May 1, 2026
5w ago
|
Press Release
| $3.11 $3.12 | ▲ +0.32% | ▲ +0.66% | $3.15 (+1.29%) |
|
Apr 23, 2026
6w ago
|
Press Release
| $1.91 $1.91 | · 0.00% | ▼ −0.78% | $3.15 (+64.92%) |
|
Mar 17, 2026
12w ago
|
Insider Cluster
| $2.71 $2.51 | ▼ −7.38% | ▼ −5.98% | $3.15 (+16.24%) |
|
Mar 10, 2026
13w ago
|
Press Release
| $2.70 $2.59 | ▼ −4.07% | ▼ −3.97% | $3.15 (+16.67%) |
US Market Status
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