About This Deal

ACADIA Pharmaceuticals acquired CerSci Therapeutics Incorporated for $52.5 million upfront, paid primarily in ACADIA common stock (1,174,208 shares issued at close), plus up to $887 million in contingent development, commercialization and sales milestones and tiered mid-single-digit royalties on annual net sales, a transaction completed in August 2020, structured as combination — primarily ACADIA stock at close, plus contingent milestone and royalty consideration.

CerSci Therapeutics Incorporated operates in CNS / neuroscience — non-opioid pain therapies, is based in Fort Worth, Texas. CerSci Therapeutics was a clinical-stage biotechnology company based in Fort Worth, Texas, holding worldwide rights to a portfolio of novel compounds for neurological conditions, including non-opioid therapies for acute and chronic pain. Its lead program, ACP-044, used a first-in-class Reactive Species Decomposition Accelerant (RSDAx) mechanism intended to interrupt pathways that sensitize neurons to pain; ACADIA planned to start a Phase 2 study in the first half of 2021. The portfolio also included preclinical, brain-penetrant molecules with potential in neurodegenerative disease. The acquisition added a non-opioid pain program to ACADIA's central-nervous-system pipeline.

By acquiring CerSci, ACADIA is further strengthening our development pipeline for long-term growth in central nervous system disorders.

CerSci gave ACADIA a differentiated, non-addictive pain mechanism (RSDAx) at the clinical stage, extending the company's CNS franchise beyond Parkinson's-disease psychosis and Rett syndrome into pain — a large market underserved by non-opioid options. Advancing ACP-044 through ACADIA's established CNS clinical-development and commercialization organization, broadening the pipeline for long-term growth. Absorbed into ACADIA's research and development pipeline as the non-opioid pain program (ACP-044).

Deal Terms

Acquirer
ACADIA Pharmaceuticals
Target
CerSci Therapeutics Incorporated
Value
$52.5 million upfront, paid primarily in ACADIA common stock (1,174,208 shares issued at close), plus up to $887 million in contingent development, commercialization and sales milestones and tiered mid-single-digit royalties on annual net sales
Date
August 2020
Type
Full acquisition (reverse triangular merger — Queen Merger Sub, Inc. merged with and into CerSci)
Status
Ready

Transaction Details

Target HQ
Fort Worth, Texas
Segment
CNS / neuroscience — non-opioid pain therapies
Structure
Combination — primarily ACADIA stock at close, plus contingent milestone and royalty consideration
Announced
August 25, 2020
Closed
August 24, 2020
Synergies
Advancing ACP-044 through ACADIA's established CNS clinical-development and commercialization organization, broadening the pipeline for long-term growth.

In Their Words

There is an urgent need for new approaches to treat pain without causing addiction. We are excited by the potential clinical utility of this program across multiple pain modalities due to its novel non-opioid mechanism of action. By acquiring CerSci, ACADIA is further strengthening our development pipeline for long-term growth in central nervous system disorders.Steve Davis, Chief Executive Officer, ACADIA Pharmaceuticals
For too long, the options for patients with acute and chronic pain have been very limited. I am highly confident that ACADIA, with its proven development and commercialization capabilities, can advance CerSci's program and ultimately deliver a new generation of medicines to treat acute post-operative as well as chronic pain conditions.Lucas Rodriguez, CEO and co-founder, CerSci Therapeutics

Advisors

Advisory firms were not disclosed for this transaction.

Sources: Press release ↗ · SEC filing ↗

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