CorMedix (NASDAQ:CRMD) has agreed to acquire substantially all of Heron Therapeutics’ assets, adding four commercial products and a development agreement to its portfolio of medicines used in hospitals and other institutional settings.
CorMedix will pay $145 million in cash and approximately 14.6 million shares of its common stock upfront, Chairman and CEO Joe Todisco said on a conference call. Heron also could receive sales-based milestone payments and royalties.
The companies’ boards unanimously approved the agreement. Closing remains subject to conditions including Heron stockholder approval and required regulatory clearances, according to Dan Ferry, managing director of LifeSci Advisors.
Products and financial expectations
The acquired portfolio includes ZYNRELEF, an extended-release treatment for postoperative pain, and APONVIE, an injectable treatment to prevent postoperative nausea and vomiting. It also includes CINVANTI and SUSTOL, which are used to prevent chemotherapy-induced nausea and vomiting.
Todisco said the products generated approximately $150 million in net product revenue over the trailing 12 months. The deal also includes a multiproduct development and licensing agreement covering an undisclosed injectable product with an application pending at the U.S. Food and Drug Administration.
CorMedix expects the acquisition to be immediately accretive to earnings and free cash flow upon closing and to generate $45 million to $60 million in annualized operating cost synergies by the end of 2027. Todisco said the company plans to use its existing infrastructure alongside a subset of Heron employees.
He cautioned that overlap in customers and facilities does not necessarily mean the products share the same prescribers. He also said the acquired products would not necessarily stimulate growth in CorMedix’s existing business, although CINVANTI and SUSTOL provide relationships relevant to REZZAYO.
Deal terms and financing
Todisco said the share count was established by dividing $105 million by $7.20 per share and is fixed apart from customary adjustments. Based on the prior Friday’s closing price of $5.32, the shares were worth approximately $77.6 million, he said.
Heron can receive up to $55 million in additional payments tied to ZYNRELEF’s 2028 net sales: $25 million if sales reach $65 million and another $30 million if they reach $95 million. Heron is also eligible for a 5% royalty on combined annual net sales above $25 million for CINVANTI, SUSTOL and products covered by the development agreement in each of 2027, 2028 and 2029.
CorMedix plans to fund the upfront cash payment with $70 million of existing cash and $75 million from a new $150 million senior secured term loan facility with funds managed by Pharmakon Advisors. It may draw the remaining $75 million through June 30, 2028, for future business development opportunities, Todisco said.
Rubric Capital Management, which holds approximately $38 million of Heron convertible debt, agreed to convert that debt into CorMedix stock under a separate agreement with Heron. Heron will also have the right to name one new CorMedix director, subject to a governance agreement.
Product outlook and competition
Todisco said the planned expiration of NOPAIN reimbursement at the end of 2027 would be a headwind for ZYNRELEF among government patients. CorMedix sees potential opportunities outside orthopedics but wants to validate them further. He said the company also intends to put more resources behind APONVIE and tentatively plans to relaunch SUSTOL, without committing to a date.
Asked about competition for CINVANTI, Todisco said Azurity’s proposed product would be a competing branded treatment rather than a generic. He said CorMedix had examined the situation extensively and that the lower end of the company’s 2027 outlook incorporates some CINVANTI erosion.
The pending application for the undisclosed injectable product is not included in the 2027 guidance, Todisco said. He added that CorMedix sees a possibility of first-cycle FDA approval in 2027.
About CorMedix (NASDAQ:CRMD)
CorMedix Inc is a biopharmaceutical company focused on developing and commercializing products designed to prevent and treat life-threatening infections and inflammatory conditions. The company’s lead product is DefenCath, a catheter-lock solution containing taurolidine and citrate.
DefenCath is approved by the U.S. Food and Drug Administration for use in adult patients with kidney failure who are receiving chronic hemodialysis through a central venous catheter. It is intended to reduce the risk of catheter-related bloodstream infections, a significant complication for patients who depend on long-term vascular access.
