Princeton, New Jersey, November 5th ( GLOBE NEWSWIRE ) – ANI Pharmaceuticals , Inc . (Nasdaq: ANIP ) announced that it has issued a non-binding public offer to acquire Egetis Therapeutics AB ( publ ) (hereinafter referred to as “ Egetis ”).
ANI indicates that EMCITATE ®, the core asset of Egetis, is the first and only drug approved in the United States and Europe for the treatment of peripheral thyrotoxicosis related to MCT8 deficiency. MCT8 deficiency is a rare genetic disorder that affects approximately 1 in every 70,000 males.
According to ANI, with the support of its experience in rare disease treatments, the peak sales of EMCITATE ® within its approved indications are expected to exceed $300 million. Moreover, it enjoys an orphan drug exclusivity period in the United States and the European Union, with patent protection extending until 2045.
ANI CEO Nikhil Lalwani stated that this proposed acquisition will further accelerate the company's transformation. It is expected that by the end of this decade, a large portion of the company's revenue will come from rare disease products, which have higher profit margins, and it will also help fulfill the company's mission of serving vulnerable patient groups with unmet medical needs.
Lalwani stated that the company has been implementing its established strategy, which is to acquire rare disease assets with differentiated and enduring commercial value, while leveraging its existing expertise and infrastructure. The acquisition of Egetis will enhance ANI's portfolio of rare disease products and its R&D capabilities. ANI estimates that, with its own resources and the foundation laid by Egetis, EMCITATE ®'s peak sales potential in approved indications could exceed $300 million, with protection extending until 2045, thereby boosting the company's long-term growth and profitability.
Transaction Background
ANI announced on November 5th that it would acquire shares of Egetis at a price of 11.25 Swedish kronor per share, and also acquire the convertible debt and warrants issued by Egetis. This price represents a 27% premium over the 60-day trading volume weighted average price. Including unexercised incentive plans, the transaction value is approximately 5.6 billion Swedish kronor, which is about 560 million US dollars.
ANI stated that on November 4th, Egetis announced the signing of a final asset purchase agreement to sell its rare pediatric disease priority review warrants (PRV) for a total consideration of $190 million. Upon the completion of the sale of PRV, the original shareholders of Rare Thyroid Therapeutics International AB who previously acquired Egetis will receive their due share of profits in accordance with the relevant agreement. ANI indicated that the consideration for the acquisition offer fully reflects the net value of that PRV. After adjusting for the estimated net income of PRV, the enterprise value corresponding to this transaction is approximately $434 million.
Egetis The board of directors unanimously recommends that its shareholders, as well as the holders of convertible bonds and warrants, accept this offer. In addition, shareholders representing approximately 42% of the issued shares of Egetis have committed to accepting this offer under certain conditions.
This offer still needs to meet the usual delivery conditions, including at least 90% of the issued shares under Egetis being accepted, as well as ANI obtaining the necessary regulatory approvals.
ANI indicates that the transaction will be fully paid for using cash on hand and new debt financing provided by JPMorgan Chase Bank ( JPMorgan Chase Bank , N.A ). The financing terms are in line with the practices of the Swedish public offering market.
The acceptance period for the offer is expected to begin around November 20, 2026, and end around December 18, 2026. For more information regarding the offer, please refer to the official offer announcement on www.biopharma-offer.com.
Teleconference
ANI also indicates that a teleconference and webcast will be held today, on Thursday, November 5, 2026, at 8:00 a.m. Eastern Time, to discuss this acquisition as well as the financial results for the third quarter of 2026.
ANI also stated that they will announce the third-quarter results for 2026 at 6:50 a.m. Eastern Time.
Company Profile
ANI Pharmaceuticals is a diversified biopharmaceutical company dedicated to fulfilling its mission of “Serving Patients, Improving Lives” by developing, producing, and commercializing innovative and high-quality therapeutic products. The company focuses on achieving sustainable growth through its rare diseases business, which covers areas such as ophthalmology, rheumatology, nephrology, neurology, and pulmonology; it also has a generic drugs business and a branded products business.
Forward-looking Statements
This press release contains forward-looking statements that are defined by the Private Securities Litigation Reform Act of 1995, including but not limited to public offers regarding the acquisition of Egetis, the company's strategy to transform into a leader in rare diseases, future operational expectations, the commercialization of EMCITATE ® and other products, as well as expected sales. The relevant statements use phrases such as "expected," "will," "plan," "potential," "future," "believe," "intend," "continue," and similar expressions.
ANI indicates that uncertainties and risks may lead to significant differences between actual results and forward-looking statements, including but not limited to: the inability to complete or realize all or part of the expected benefits of the proposed acquisition in a timely manner or at all; the failure to obtain regulatory approval from exchanges in a timely manner; transaction-related uncertainties or other factors that disrupt Egetis operations; the company's inability to successfully implement integration strategies; EMCITATE ® and the company's approved products (including Cortrophin Gel and ILUVIEN) not achieving market acceptance sufficient to maintain profitability; changes in policies or actions by U.S. FDA, the U.S. Drug Enforcement Administration, and other regulatory agencies; the company's ability to develop, license, acquire, and commercialize new products; the ability to protect intellectual property; the impact of legislation or regulatory reforms related to drug pricing; the company's and its suppliers', development partners', and manufacturing partners' ability to comply with applicable laws, regulations, and standards; as well as general business and economic conditions such as inflationary pressures and geopolitical environments.
ANI indicates that for more detailed information, please refer to the documents submitted to the U.S. Securities and Exchange Commission (SEC), including the latest 10-K annual reports, 10-Q quarterly reports, and other periodic reports. All forward-looking statements in this press release are as of the date of issuance, and ANI assumes no obligation to update or revise any forward-looking statements due to new information, future events, or other reasons.
Important Information for U.S. Shareholders
This press release announces an offer regarding shares of Egetis, a 2023:1 convertible loan (“Convertible”), and 2023/2033:1 warrants (“Warrants”). Egetis is a Swedish public limited company. This offer is subject to Swedish disclosure and procedural requirements, which may differ from those in the United States. In the United States, this offer is governed by Section 14(e) of the Securities Exchange Act of 1934 and its related provisions (14E), and it complies with Swedish legal requirements for disclosure and procedures within the applicable scope, including rights to withdraw, offer timetables, notice of extensions, result announcements, settlement procedures, and conditions for exemptions. These requirements may differ from those of offers made in the United States. Shareholders residing in the United States, as well as holders of Convertible and Warrants, are advised to consult their respective advisors regarding this offer.
The financial statements of Egetis and all financial information contained in this document, as well as other documents related to this offer, have been or will be prepared in accordance with IFRS. As Egetis is located in Sweden, and some of its senior management and directors may reside in countries outside of the United States, U.S. shareholders, as well as holders of Convertible and Warrants, may face difficulties in exercising their rights and claims under U.S. federal or state securities laws related to this offer. U.S. shareholders and holders of Convertible and Warrants may not be able to sue Egetis or its senior management and directors for violations of U.S. securities laws in courts outside of the United States. In addition, it may also be difficult to compel Egetis and its affiliates to accept the jurisdiction or judgments of U.S. courts.
To the extent permitted by applicable laws or regulations, ANI and its affiliates, or their brokers and affiliated brokers (acting as agents for ANI or its affiliates), may from time to time purchase or arrange for the purchase of Egetis shares, or securities that can be converted into, exchanged for, or exercised as such shares, directly or indirectly outside of the United States during the existence of the offer, in addition to through the offer. Such purchases may be made at current market prices on public markets or at negotiated prices in private transactions. If required by applicable laws and regulations, relevant purchase information will be disclosed through press releases or other reasonable means to inform U.S. holders. The financial advisors of ANI may also trade Egetis securities as part of normal business operations, including purchasing or arranging for the purchase of such securities, provided that such activities comply with applicable laws and regulations. If required by Swedish or U.S. laws, rules, or regulations, any relevant purchase information will be published in Swedish and an informal English translation will be provided to U.S. holders.
U.S. holders who accept the offer and receive cash may be subject to U.S. federal income tax, as well as applicable state, local, and other taxes under relevant tax laws. The company advises each shareholder to consult an independent professional advisor regarding the tax consequences of accepting the offer. ANI and its affiliates, as well as their respective directors, executives, employees, agents, or any other persons acting on their behalf, shall not be liable for any tax consequences or responsibilities arising from the acceptance of this offer.
Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States has approved or rejected this offering, nor has it commented on the merits, fairness of this offering, or the sufficiency or completeness of the content of this press release. Any contrary statement in the United States constitutes a criminal offense.
For the purposes of this section, “United States” and “U.S.” refer to the United States of America and its territories and possessions, the various states, as well as the District of Columbia.
Offer Information
Information regarding this offer can be found at www.biopharma-offer.com.
Contact Information
Investor Relations: Irina Koffler, Vice President, Investor Relations, Phone: 917-734-7387, Email: Irina.koffler @ anipharmaceuticals.com
Media Relations: Argot Partners, Telephone: 212-600-1494, Email: ani @ argotpartners.com
