Sophia Antipolis, France.

Nicox S.A. (NYSE Euronext Paris: COX) today announced that it has agreed to acquire 100% of the shares of Eupharmed, a privately-held Italian ophthalmic company, for €3.5 million in newly issued Nicox shares, plus a potential, additional earn-out payment linked to the achievement of certain business objectives. The acquisition provides Nicox with an established sales and marketing platform in Italy together with a broad portfolio of eye care products. Eupharmed had sales of €3.6 million in 2012, and is expected to achieve full-year sales of approximately €3.9 million in 2013. The acquisition is part of Nicox’s strategy to establish sales infrastructure in the five major European markets and in the United States. 

Philippe Masquida, Executive Vice President and Managing Director of European and International Operations of Nicox Pharma, commented:

The acquisition of Eupharmed is a major step towards achieving our goal of building Nicox’s product range and commercial presence in Europe’s five largest markets. Eupharmed has a rapidly growing business with a good portfolio of recently launched eye care products and a team covering the Italian market. Italy is the one of the largest markets for ophthalmic products in Europe, with sales reaching €430 million in the twelve-month period from September 2012 to August 20131. We welcome the Eupharmed sales and marketing team to Nicox and we look forward to working with them on our future product launches, including AdenoPlus®.

About Eupharmed

Eupharmed is a privately-owned Italian pharmaceutical company founded in 2001 and based in Pero, Milan. Eupharmed is a branch of Petrone Group. Its operating structure includes 23 regional managers and sales representatives covering the Italian ophthalmic market. Eupharmed commercializes a broad portfolio of ophthalmic products in Italy, including pharmaceuticals, medical devices and nutraceuticals.

Eupharmed’s portfolio includes artificial tears (Theradrop, Theragel), antibiotics (Eukinoft), non-steroidal anti-inflammatories (Dropflam), fixed combination antibiotic steroids (Eucombidex), steroids (Eucortex), antiallergics (Eustamyl) and nutraceuticals (Zared, Eukom). Eupharmed has a range of new products in its development pipeline and also markets third-party products under distribution agreements.

Raffaele Petrone, CEO of Petrone Group, commented:

I believe this acquisition will bring great benefits to Eupharmed and significantly help its position and growth in Italy and Europe. This all-share agreement demonstrates our confidence in Nicox’s long-term strategy and the potential of its growing pipeline of products. This is an excellent fit for Eupharmed.

Nicox’s European portfolio

Nicox is building a diversified portfolio of eye care therapies and diagnostic tools, through in-licensing, co-promotion and acquisition of assets. In 2012, Nicox acquired the rights to AdenoPlus®, a rapid point-of-care diagnostic test that aids in the differential diagnosis of acute conjunctivitis. AdenoPlus® is CE-marked and available in Europe. Over the next few months, it will be launched in Italy through the newly acquired Eupharmed sales force and in the other major European markets. Nicox has already launched AdenoPlus® in the United States. In the first quarter of 2014, Nicox also expects to launch a new range of differentiated eye care products in Europe targeting a major therapeutic class under a distribution agreement with another private European pharmaceutical company. Details of the product portfolio have not yet been disclosed for commercial reasons.

Financial terms of the acquisition

Under the terms of the agreement, Nicox would acquire 100% of the shares of Eupharmed in exchange for newly issued Nicox shares for a total value of €3.5 million. The number of shares to be issued would be based on the average closing prices of Nicox shares during a 90-day period preceding the completion of the acquisition. The acquisition remains subject to French regulatory proceedings and approvals and, if such proceedings and approvals are met, is expected to be completed within the coming weeks.

Nicox has agreed to pay an additional earn-out payment for up to €2.4 million linked to the achievement of certain confidential business objectives. Any additional payment would be payable in newly issued Nicox shares in the first half of 2014. The number of shares to be issued would be based on the average closing prices of Nicox shares during a 90-day period preceding the payment of the earn-out.

The Nicox shares received by Eupharmed’s shareholder will be subject to certain lock-up provisions.

Michel Dyens & Co. acted as exclusive financial advisor to Nicox.

1Source: IMS Sell-in MAT/8/2013.