SAN DIEGO, March 29, 2016 (GLOBE NEWSWIRE) — Adamis Pharmaceuticals Corporation (NASDAQ:ADMP) (“Company” or “Adamis”) announced today that it has entered into a definitive merger agreement (the “Agreement”) to acquire US Compounding, Inc. (“USC”), a privately held company registered as a drug compounding outsourcing facility under Section 503B of the U.S. Food, Drug & Cosmetic Act (“FD&C Act”), that provides prescription medications to patients, physician clinics, hospitals and surgery centers throughout most of the United States. Under the terms of the Agreement, upon the closing of the transactions contemplated by the Agreement USC will become a wholly-owned subsidiary of Adamis, all of the outstanding shares of USC will be converted into the right to receive approximately 1.62 million shares of Adamis common stock, and Adamis will assume certain secured debt obligations. The transaction is expected to close in the second quarter of 2016, subject to the satisfaction of customary closing conditions.
Dr. Dennis J. Carlo, President and CEO of Adamis, stated, “USC will be a compelling addition for Adamis. We believe the combination of revenues of $20 million or greater in each of the last two years, a large sales and marketing team and robust manufacturing capabilities, will be both synergistic with and accretive to Adamis’ overall value. We expect the new division will generate at least $5 million in operating income over the first 12 months and achieve an annualized run rate of $50 million per year within 24 months after closing.”
About US Compounding
Since 2005, USC has manufactured customized medications based on physicians’ orders and individual patient needs for more than 7,000 accounts. The company’s differentiated offerings broadly include among others, corticosteroids, hormone replacement therapies, and men’s and women’s health products. Additionally, USC has served as a source for manufacturing products that, by virtue of being backordered or discontinued, are not commercially available.
In November 2014, the FDA provided guidance under Section 503B of the FD&C Act for facilities planning to register or renew registration as a drug compounding outsourcing facility. Soon after, USC expended significant amount of time and capital to build a state-of-the-art DEA and FDA inspected facility. Outsourcing facilities registered under section 503B are required to comply with Current Good Manufacturing Practice (cGMP).
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation is a specialty biopharmaceutical company focused on developing and commercializing products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. The Company’s current specialty pharmaceutical product candidates include the Epinephrine Injection PFS syringe product for use in the emergency treatment of anaphylaxis, APC-1000 and APC-5000 for the treatment of asthma and chronic obstructive pulmonary disease, and APC-2000 for the treatment of bronchospasms.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operations, including, but not limited to the following statements: statements regarding the proposed acquisition, its expected benefits, the acquisition’s anticipated timing, and the anticipated future financial performance of USC; the company’s beliefs concerning the ability of its product candidates to compete successfully in the market; the company’s beliefs concerning the safety and effectiveness of its product candidates; the ability to fund future product development; future revenues expected from any of its product candidates, assuming that they are developed and approved for marketing by the FDA and other regulatory authorities. Statements in this press release concerning future events depend on several factors beyond the company’s control, including receipt of adequate funding to support these activities, the absence of unexpected developments or delays, market conditions, and the regulatory approval process. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Adamis’ actual results to be materially different from these forward-looking statements. There can be no assurances that the proposed acquisition of USC will be completed. There can be no assurances that the company will successfully complete development of the PFS product candidate, that the FDA will approve the NDA following resubmission of the NDA by the company, or that the product will be commercially successful if introduced. The company will require additional funding to commercially launch the product. Certain of these risks, uncertainties, and other factors are described in greater detail in Adamis’ filings from time to time with the SEC, which Adamis strongly urges you to read and consider, all of which are available free of charge on the SEC’s web site at http://www.sec.gov. Except to the extent required by law, Adamis expressly disclaims any obligation to update any forward-looking statements.
CONTACT: Contact Adamis Mark Flather Director, Investor Relations & Corporate Communications (858) 412-7951 mflather@adamispharma.com Mark Gundy External Investor Relations (972) 240-1873 markgundy@gmail.com
