Collegium Pharmaceutical (COLL) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands into neurology and ADHD, diversifying the portfolio beyond pain management and aligning with the goal to build a leading specialty pharmaceutical company.

• Jornay PM is a differentiated, evening-dosed ADHD medication with strong prescription growth and exclusivity into the 2030s.

• The deal leverages commercial execution strengths and a proven track record in integrating commercial assets.

• Supports disciplined capital deployment and enhances position in CNS disorders.

• Addresses significant unmet needs in ADHD and establishes a new therapeutic area of expertise.

Financial terms and conditions

• Purchase price is $525 million in cash at closing, plus a $25 million earnout if 2025 revenue exceeds a set threshold.

• Funded by existing cash and a new $646 million, 5-year secured loan, reducing interest costs by 300 basis points and refinancing existing debt.

• New term loan has SOFR + 450 bps interest, improved amortization, and prepayment flexibility.

• Net leverage expected below 2x by year-end 2024; transaction is immediately accretive to Adjusted EBITDA.

Synergies and expected cost savings

• Immediate and significant accretion to Adjusted EBITDA, with cost of capital savings from refinancing.

• High-margin product with additional cash flow generation expected post-transaction.

• Leverages commercial execution capabilities and integration track record to maximize Jornay PM's potential.