Pernix Therapeutics To Acquire Somaxon Pharmaceuticals For $25 Million

Richard W. Pascoe

THE WOODLANDS, Texas & SAN DIEGO--(BUSINESS WIRE)--Pernix Therapeutics Holdings, Inc. (NYSE MKT: PTX) and Somaxon Pharmaceuticals, Inc. (NASDAQ: SOMX) announced that they have entered into a definitive merger agreement for Pernix to acquire Somaxon in a stock-for-stock transaction with a total equity value of $25 million.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Somaxon stockholders will receive aggregate consideration equal to $25 million in Pernix common stock. The number of shares of Pernix common stock to be issued to the stockholders of Somaxon will be based on the volume-weighted average price of Pernix’s common stock over the 30 day period ending on the day immediately prior to the closing of the proposed merger, subject to limitations on the maximum and minimum number of shares of Pernix common stock issuable in the transaction based on a price range of $6.00 to $9.00 per share.

Cooper Collins, President and CEO of Pernix, said, “The acquisition of Somaxon is another important step in the growth strategy of Pernix, which is expected to continue to expand our product portfolio, in addition to our recently announced agreements to acquire Cypress Pharmaceuticals and Hawthorn Pharmaceuticals. Somaxon’s product Silenor, which is a non-seasonal product, broadens our branded product line and may also have potential as an OTC product in the future.”

Silenor® (doxepin) is approved for the treatment of insomnia characterized by difficulty with sleep maintenance and is not a controlled substance. In clinical trials, Silenor demonstrated maintenance of sleep, including into the seventh and eighth hours of the night, with no meaningful evidence of next day residual effects and an overall adverse events profile that was comparable to placebo.

On a trailing 12-month basis as of September 30, 2012, Somaxon had net sales related to Silenor of approximately $11.7 million. Pernix expects net sales from Silenor on an annualized basis to be in the range of approximately $10 million to $15 million and earnings before interest, taxes, depreciation and amortization (EBITDA) resulting from such Silenor net sales in the range of approximately $5 million to $10 million.

Richard W. Pascoe, Somaxon's President and Chief Executive Officer, said, “We believe this acquisition will provide the opportunity to more fully capitalize on the Silenor brand. Moreover, with Pernix’s recently announced acquisition of Cypress and Hawthorn, we believe that the combined entity, with its broad platform of branded, generic and OTC products, represents long-term value for the benefit of all of our stockholders. We look forward to working with the Pernix management team as we integrate Somaxon with Pernix.”

The acquisition is subject to the approval of Somaxon’s shareholders and the satisfaction of other terms and conditions. Stifel Nicolaus Weisel is acting as financial advisor to Somaxon in the transaction.

About Pernix Therapeutics Holdings, Inc.

Pernix Therapeutics is a specialty pharmaceutical company primarily focused on the sales, marketing, manufacturing and development of branded, generic and OTC pharmaceutical products. The Company manages a portfolio of branded and generic products. The Company’s branded products for the pediatrics market include CEDAX®, an antibiotic for middle ear infections, NATROBA™, a topical treatment for head lice marketed under an exclusive co-promotion agreement with ParaPRO, LLC, and a family of treatments for cough and cold (BROVEX®, ALDEX® and PEDIATEX®). The Company’s branded products for gastroenterology include OMECLAMOX-PAK®, a 10-day treatment for H. pylori infection and duodenal ulcer disease, and REZYST™, a probiotic blend to promote dietary management. In addition, a product candidate utilizing cough-related intellectual property is in development for the U.S. OTC market. The Company promotes its branded pediatric and gastroenterology products through its sales force. Pernix markets its generic products through its wholly-owned subsidiary, Macoven Pharmaceuticals. The Company’s wholly-owned subsidiary, Great Southern Laboratories, manufactures and packages products for the pharmaceutical industry in a wide range of dosage-forms. Founded in 1996, the Company is based in The Woodlands, TX.

Additional information about Pernix is available on the Company’s website located at www.pernixtx.com.

About Somaxon Pharmaceuticals, Inc.

Headquartered in San Diego, CA, Somaxon Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the in-licensing, development and commercialization of proprietary branded products and product candidates to treat important medical conditions where there is an unmet medical need and/or high-level of patient dissatisfaction, currently in the central nervous system therapeutic area. Somaxon’s product Silenor, available by prescription in the United States, is indicated for the treatment of insomnia characterized by difficulty with sleep maintenance.

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