According to the definitive agreements, Mayne will obtain an exclusive licence for commercialising TherapeuticsMD’s Imvexxy and Bijuva, as well as its prescription prenatal vitamin products marketed under the brands namely BocaGreenMD and vitaMedMD.
Additionally, TherapeuticsMD will grant Mayne the exclusive license to market Annovera in the US.
TherapeuticsMD will also sell specific assets to Mayne, permitting the latter to market these products, including inventory.
Under the agreement, Mayne will make an upfront payment of $140m in cash to TherapeuticsMD for obtaining a licence and some other assets at closing.
Additionally, TherapeuticsMD is entitled to receive another nearly $13.1m for acquiring net working capital, subject to necessary adjustments.
Mayne will make royalty payments of up to nearly $42.6m and further milestone payments of up to $30m.
TherapeuticsMD will also get a 20-year royalty stream linked to Mayne’s net product sales.
Mayne will oversee the development, the filings with regulatory agencies, and the production and marketing of the products following the closing of the deal.
With cash on hand and the upfront payment, TherapeuticsMD intends to repay its debts with Sixth Street Partners, thereby redeeming its outstanding preferred equity.
The product acquisition will allow TherapeuticsMD to recapitalise and become a pharmaceutical royalty firm.
Subject to meeting necessary closing conditions, the deal is anticipated to conclude at the end of this year.
TherapeuticsMD executive chairman Tommy Thompson said: “After completing a thorough evaluation of several strategic alternatives, our board of directors concluded that this transaction with Mayne Pharma would create the most value for TherapeuticsMD’s stakeholders.
“This transaction will allow us to repay in full our debt to Sixth Street Partners and redeem our preferred stock from Rubric Capital Management while also establishing a future royalty revenue stream for our common shareholders.”