Eagle Pharmaceuticals, Inc. (NasdaqGM:EGRX) entered into an agreement to acquire Acacia Pharma Group plc (ENXTBR:ACPH) from a group of shareholders for €94.7 million on March 27, 2022. Under the terms of the transaction, Eagle Pharmaceuticals will issue €0.68 in cash and 0.0049 New Eagle Shares for the acquisition. The cash portion of the consideration represents approximately 75% of the total consideration, and the New Eagle Shares that Acacia Shareholders would receive represent approximately 25% of the total consideration. The cash consideration payable by Eagle under the terms of the proposed transaction is expected to be financed by existing cash resources of Eagle. The remaining consideration payable by Eagle is expected to be paid in shares of Eagle common stock. The terms of the proposed transaction also provide for Eagle to guarantee approximately €25 million of debt within the Acacia Pharma group.

Transaction is subject to approval of Acacia Pharma's shareholders, the sanction of the Scheme by the court. The Acacia Board believes that the proposed transaction represents the best option for Acacia Shareholders to maximize the value of their shares, and therefore unanimously recommends the proposed transaction. As of May 19, 2022, shareholders of Acacia approved the transaction. Transaction is expected to be completed between the middle of May 2022 and June 30, 2022. Scheme is expected to becoming effective no later than June 30, 2022. On June 7, 2022, the High Court of Justice of England and Wales has sanctioned the Scheme for the arrangement. Accordingly, the Scheme will become effective upon the court order being delivered to the registrar of companies, which is expected to take place on June 9, 2022. The scheme is anticipated to be an attractive opportunity to potentially accelerate Eagle's existing growth strategy and further its advantage in acute care.

Christian Hodneland, Eugene Kim and Ty Weston of William Blair & Company, L.L.C. acted as financial advisor to Eagle Pharmaceuticals. Kevin Costantino, Rupert Hill, Dean Rodrigues and James Warr of Greenhill & Co. International LLP and Gil Bar-Nahum of Jefferies International Limited acted as financial advisor to Acacia Pharma. Cooley (UK) LLP and Nautadutilh acted as legal advisor to Eagle Pharmaceuticals. Heather L. Coleman, Christopher J. Howard, Jeremy Kutner, Richard A. Pollack of Sullivan & Cromwell LLP (UK) and Eubelius CVBA acted as legal advisor to Acacia Pharma. Equiniti acted as registrar of Acacia and American Stock Transfer & Trust Company LLC acted as Eagle's transfer agent.

Eagle Pharmaceuticals, Inc. (NasdaqGM:EGRX) completed the acquisition of Acacia Pharma Group plc (ENXTBR:ACPH) from a group of shareholders on June 6, 2022.