Aclaris to acquire worldwide rights to Rhofade from Allergan
Aclaris Therapeutics (ACRS) announced it has entered into a definitive asset purchase agreement with Allergan (AGN) Sales to acquire worldwide rights to RHOFADEcream, 1% and additional intellectual property. The acquisition includes an exclusive license to certain intellectual property for RHOFADE, which is approved for the topical treatment of persistent facial erythema associated with rosacea in adults. This transaction, which is subject to customary closing conditions, including certain governmental regulatory clearances, is expected to close in the fourth quarter of 2018. Allergan has agreed to provide support to Aclaris to allow for a smooth transition of RHOFADE. Under the terms of the agreement, the purchase price includes an upfront cash payment of $65M due at closing, a development milestone payment related to the potential development of an additional dermatology product, and tiered royalties on net sales. Allergan developed and brought RHOFADE to market in 2017 after acquiring the drug as part of its 2011 acquisition of Vicept Therapeutics, Inc., a company established by certain members of the current senior management team of Aclaris. "We are excited to acquire RHOFADE. Our team is very familiar with the asset and the market opportunity," said Dr. Neal Walker, President and Chief Executive Officer of Aclaris. "It is a rare opportunity to acquire an asset which was on a good trajectory with this level of initial launch activities completed." Expected synergies by leveraging current infrastructure and sales force in the U.S. RHOFADE is expected to be accretive to Aclaris' EBITDA beginning in the fourth quarter of 2019. Aclaris also today announced entering into a loan and security agreement with Oxford Finance LLC. Under the terms of the loan agreement, $30M will be made available for borrowing until October 31, 2018, and the remaining $35M will be made available upon the closing of the RHOFADE acquisition until March 31, 2019.