As per the terms of the agreement, Nuvo has issued approximately 99.8 million common shares and paid approximately $0.1m to the shareholders of ZARS, representing approximately 19.2% of Nuvo’s shares after giving effect to the acquisition and assumed net debt of approximately $2m.
In addition, Nuvo will issue a $14.9m promissory note to ZARS’ shareholders upon the achievement of a milestone related to ZARS’ product Pliaglis, and Nuvo may issue up to an additional $8m of promissory notes upon the occurrence of certain future events.
Zars Pharma, whose key products include Pliaglis and Synera, is focused on the development and commercialization of topically administered drugs related to pain treatment using its proprietary Controlled Heat-Assisted Drug Delivery (CHADD) technology, cream and gel technologies (Peel and DuraPeel) and AmPrivo patch delivery technology.
Nuvo Research is building a portfolio of products for the treatment of pain through internal research and development and by in-licensing and acquisition.
Nuvo Research chairman and co-CEO Dan Chicoine said the combination of Nuvo and ZARS creates a leader in topical pain therapeutics.
"In addition to Pennsaid, Nuvo’s portfolio of commercial or near commercial stage products has expanded and now includes both Pliaglis and Synera and their expanded portfolio should provide opportunities for accelerating revenue growth," Chicoine said.
The US Food and Drug Administration approved Pliaglis is a topical local anesthetic cream for superficial dermatological procedures.
Synera, a topical patch that combines lidocaine, tetracaine and heat, is approved in the US to provide local dermal analgesia for superficial venous access and superficial dermatological procedures and in Europe, for surface anaesthesia of normal intact skin.
ZARS currently markets Synera in the US.
ZARS’ licensing partner EuroCept International has initiated a pan-European launch of Synera (under the name Rapydan) in several European countries.