The Life Sciences and M&A teams advised BioDelivery Sciences International (NASDAQ: BDSI) in its definitive merger agreement to be acquired by Collegium Pharmaceutical (Nasdaq: COLL). Collegium will purchase all outstanding shares of BDSI at $5.60 per share in an all-cash transaction. This corresponds to a total equity value of approximately $604 million (on a fully diluted basis). The merger agreement has been unanimously approved by the Board of Directors of both BDSI and Collegium.  

Under the terms of the merger agreement, Collegium will promptly commence a tender offer to acquire all of the outstanding shares of BDSI’s common stock at a price of $5.60 per share in cash. The consideration represents a 54% premium to BDSI common stock’s closing price of $3.64 on February 11, 2022 and a premium of 65% over the 30 trading days volume weighted average price of $3.40. The closing of the tender offer will be subject to a majority of BDSI’s outstanding shares being tendered. The transaction is subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. Following completion of the tender offer, Collegium will acquire all remaining shares at the same price of $5.60 per share through a second step merger. The closing of the transaction is expected to take place late in the first quarter of 2022. 

BioDelivery Sciences International is a commercial-stage specialty pharmaceutical company dedicated to patients living with chronic conditions. BDSI has built a portfolio of differentiated pain and neurology products and leverages its experienced sales and marketing organization to educate prescribers on their unique features. BDSI's products address serious and debilitating conditions, including chronic pain, acute migraine and opioid-induced constipation.  

The Goodwin team was led by Rob Puopolo, Blake Liggio, Marishka DeToy, Caitlin Tompkins, Will Stanton, Ryan Donahoe, Stephanie Barbanell, Tom Jackson and included Arman Oruc, Paul Jin, Sarah Bock, Andre Amorim, Christina Lewis, Dylan BrownJulie Tibbetts and Morgan Mordecai

 For additional details on the transaction, please read the press release.