Why Viatris (VTRS) is buying Oyster Point (OYST)

Why Viatris (VTRS) is buying Oyster Point (OYST)

  • Viatris (VTRS) announced that it will buy Oyster Point Pharma (OYST). This is why.

Oyster Point Pharma, Inc. (OYST) announced that it has entered into a definitive agreement under which Viatris Inc. (VTRS) will acquire Oyster Point Pharma, a commercial-stage biopharmaceutical company focused on the discovery, development and first-commercialization of pharmaceutical therapeutics. first class for the treatment of ophthalmic diseases. Viatris plans to acquire Oyster Point Pharma as the foundation of its new ophthalmology franchise, recognizing its exceptionally talented team, the strength of TYRVAYA (varenicline solution) nasal spray, and Oyster Point Pharma’s portfolio of projects.

Under the terms of the agreement, Viatris will commence a tender offer to purchase all of the outstanding shares of Oyster Point Pharma for $11.00 per share in cash at closing, plus a contingent value right (CVR) for a potential cash payment of up to $2.00 per share upon achievement of specified performance targets by Oyster Point Pharma for the full year 2022. The transaction was unanimously approved by the Oyster Point Pharma Board of Directors.

In November 2021, Oyster Point Pharma launched TYRVAYA, the first and only nasal spray approved by the FDA for the treatment of the signs and symptoms of dry eye disease. And Oyster Point Pharma has a growing portfolio of preclinical and clinical programs aimed at delivering transformative innovation for ocular surface diseases. Along with TYRVAYA, Oyster Point Pharma has three drug candidates in development: two investigational therapies for neurotrophic keratopathy, a serious degenerative condition affecting the nerves of the cornea, and one for vernal/atopic keratoconjunctivitis, a serious allergic condition of the eyes.

Deal Terms: Under the terms of the agreement, Viatris will initiate a tender offer to acquire all of the outstanding shares of Oyster Point Pharma’s capital stock at a price of $11.00 per share in cash at closing, plus a contingent value right (CVR) representing the right to receive a potential cash payment of up to $2.00 per share. The amount (if any) payable under the CVR will be based on the following performance targets to be achieved by Oyster Point Pharma for the full year 2022:

— An additional $1.00 per share in cash if Oyster Point Pharma generates net product revenue of $21.6 million or more and 131,822 total TYRVAYA prescriptions; either

— An additional $2.00 per share in cash if Oyster Point Pharma generates net income equal to or greater than $24.0 million and 146,469 total TYRVAYA prescriptions.

Following the successful closing of the tender offer, Viatris will acquire all remaining shares of Oyster Point Pharma’s capital stock not offered in the tender offer through a second-step merger at the same price of $11 per share, plus a CVR which represents the right to receive up to $2 per share. The transaction is expected to close during the first quarter of 2023.

KEY QUOTES:

“Oyster Point Pharma brings to Viatris the strength of TYRVAYA Nasal Spray, the first and only FDA-approved nasal spray for dry eye in the US from a clinical, medical, regulatory and commercial perspective. Together, we believe we are laying the foundation for the next global leader in ophthalmology, accelerating efforts to address the unmet needs of patients with ophthalmic diseases and the eye care professionals who treat them, and positioning Viatris for growth.” .

— Michael Goettler, CEO of Viatris

“We are pleased to announce Viatris’ proposed acquisition of Oyster Point Pharma, recognizing the exciting opportunities that lie ahead. Through our efforts to license our innovations globally, we recognized that Viatris would be an optimal partner with its Global Healthcare Gateway. With Viatris’ global capabilities and commitment to ophthalmology, we look forward to expanding TYRVAYA’s impact on the dry eye landscape and accelerating our exciting pipeline of projects. With our combined industry expertise, innovation, scale, pipeline and global business reach, we look forward to building a world-class ophthalmology business to significantly shape the future of eye care, for the benefit of patients.”

— Jeffrey Nau, Ph.D., MMS, Chairman and CEO, Oyster Point Pharma

Leave a Comment