Baxter International, Prism Pharmaceuticals enter into definitive merger agreement

As of today, Baxter International Inc. is entering into a definitive merger agreement to acquire specialty pharmaceutical company Prism Pharmaceuticals, Inc.

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DEERFIELD, Ill.—As of today, Baxter International Inc. has entered into a definitive merger agreement to acquire specialty pharmaceuticalcompany Prism Pharmaceuticals, Inc. Prism, a privately-held company based inKing of Prussia, Pa., has developed and received U.S. Food and DrugAdministration (FDA) approval for multiple presentations of its antiarrhythmicagent, NEXTERONE (amiodarone HCl). The product portfolio for NEXTERONE includesthe first and only ready-to-use premixed intravenous bag formulations, inadditions to vials and a pre-filled syringe.
The agreement includes a total consideration of up to $338million, which consists of an upfront cash payment of $170 million at closingas well as up to $168 million in future sales-based milestone payments. Subjectto customary closing conditions, as well as expiration of the waiting periodunder the Hart-Scott-Rodino Antitrust Improvements Act, the expected closingdate for the transaction is the second quarter of 2011. Baxter does not expectthe transaction to have a material impact on its financial results for 2011. 
"NEXTERONE is a great addition to our leading portfolio ofpremix drugs and solutions for the acute care setting," says Robert Davis,president of Baxter's Medical Products business. "It offers clinicians aunique, ready-to-use antiarrhythmic agent for critical and time sensitivesituations, while also providing convenience to caregivers and value to pharmacists."
The premixed IV formulations of NEXTERONE recently securedFDA approval in two ready-to-use dosage forms: 150 mg in a 100 mL flexiblecontainer for 10-minute loading infusion and 360 mg in a 200 mL flexiblecontainer for subsequent loading and maintenance infusions. No admixing isrequired for the two formats, and NEXTERONE can be stored at room temperatureand has a two-year shelf life. Before entering into the definitive agreement,Prism had selected Baxter as the contract manufacturer for the premixed IVbags, utilizing Baxter's proprietary GALAXY container technology as well as thepre-filled syringe.
"The development and approval of NEXTERONE has been Prism'sgreatest achievement," says Warren Cooper, Prism's CEO. "We look forward toBaxter's success in launching this product, which will benefit clinicians andthe patients they serve."
Davis adds that due to the company's "strong hospitalrelationships and familiarity with the product," Baxter is "well-positioned tolaunch the ready-to-use presentations of NEXTERONE."
Theantiarrhythmic medication is used to treat ventricular tachyarrhythmias, orfast forms of irregular heartbeat. Prism's NEXTERONE Premixed Injection isindicated for both the initiation of treatment as well as prophylaxis of frequentlyrecurring ventricular fibrillation and hemodynamically unstable ventriculartachycardia patients who are refractory to other therapy. The most commonadverse reactions to NEXTERONE consist of ventricular tachycardia,asystole/cardiac arrest/pulseless electrical activity, hypotension andcardiogenic shock. Congestive heart failure, torsade de pointes (TdP),pulmonary disorders and liver function test abnormalities are other adversereactions of the medication.

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