Esperion Therapeutics Inc. (NASDAQ: ESPR) saw its stock price surge approximately 56% on Friday after the company announced it has agreed to be acquired by ARCHIMED in a deal valued at up to $1.1 billion. Under the terms of the agreement, Esperion shareholders will receive $3.16 per share in cash, representing a 58% premium over the stock's closing price on April 30, along with a non-tradeable contingent value right (CVR) tied to future sales milestones.
The CVR component offers the potential for additional payouts of up to $100 million if certain sales targets are met. Specifically, holders could collect up to $40 million if U.S. net sales of bempedoic-acid drugs—including Nexletol and Nexlizet—reach $300 million in 2027, with the full payout unlocked at $350 million in sales. Another $60 million is tied to bumetanide products like Enbumyst, conditional on U.S. net sales reaching $160 million in any year before December 31, 2030.
Esperion shares traded at $3.115 as of 1:44 p.m. EDT on Friday, up 55.75% on the day and just shy of the cash offer price, reflecting the market's rapid pricing of the deal. The stock's close proximity to the cash bid suggests investors are assigning minimal value to the CVR, given the uncertainty around milestone achievement.
The acquisition comes on the heels of Esperion's recent expansion beyond its core cholesterol drug portfolio. In March, the company announced plans to acquire Corstasis Therapeutics, the developer of Enbumyst, a bumetanide nasal spray approved by the U.S. Food and Drug Administration in September 2025 for edema associated with congestive heart failure, liver disease, and kidney disease in adults. This move was part of Esperion's strategy to build a more diversified and stable commercial platform.
Esperion's flagship products, Nexletol and Nexlizet, are non-statin, once-daily medications targeting low-density lipoprotein cholesterol (LDL-C), the so-called 'bad' cholesterol. These drugs are intended for patients who cannot achieve adequate LDL-C reduction with statins and remain at risk for cardiovascular events. In 2025, the company reported net product sales of $159.6 million from these drugs, along with $243.6 million in collaboration revenue, but still posted a net loss of $22.7 million.
Esperion CEO Sheldon Koenig described the ARCHIMED agreement as providing 'attractive and immediate upfront value' for shareholders, while also preserving the potential for milestone-based upside through the CVR. ARCHIMED partner Justin Bateman highlighted Esperion's 'strong foundation' in cardiovascular and primary care markets, signaling the acquirer's confidence in the company's commercial assets and pipeline.
However, not all analysts are enthusiastic about the deal. Cantor Fitzgerald's Kristen Kluska noted that the buyout appears underwhelming given that Esperion's U.S. peak sales are projected near $1.5 billion. She pointed to doubts about the company's ability to capture significant market share, noting that with a $500 million peak sales scenario, Esperion's stock would have been valued around $3 before the buyout—essentially where the cash offer sits.
The deal also faces significant competitive pressures. Esperion's annual report highlights entrenched rivals, including low-cost generic statins and ezetimibe, as well as injectable PCSK9 inhibitors like Amgen's Repatha, Regeneron and Sanofi's Praluent, and Novartis' Leqvio. While ARCHIMED gains a commercial asset, it does not acquire a monopoly in the cholesterol market.
Esperion's board has unanimously approved the transaction and is urging shareholders to vote in favor. The deal is subject to U.S. antitrust approval, a required non-U.S. regulatory clearance, and other customary closing conditions. The CVRs are non-tradeable, carry no voting or dividend rights, and could become worthless if the sales milestones are not met. Closing is targeted for the third quarter of 2026, after which Esperion will become a private company and its Nasdaq listing will be terminated.
