Rayner Surgical will acquire Omeros Corporation’s OMIDRIA, an intraocular solution for use during cataract surgery or intraocular lens replacement, in a $1 billion deal that will complement Rayner’s intraocular lens offerings.
U.K.-based medical device company Rayner Surgical Group Limited is set to purchase OMIDRIA from biopharmaceutical company Omeros Corporation (Nasdaq: OMER) in a deal, announced Dec. 2, that will help Rayner increase market presence and expand growth.
Pursuant to the agreement, the deal includes $125 million upfront and an additional $200 million based on the achievement of a commercial milestone. Along with the royalties to be paid to Omeros based on the net sales of OMIDRIA, the deal is valued at more than $1 billion. Omeros will receive royalties on U.S. and non-U.S. net sales of OMIDRIA. According to the filing, U.S. sales royalty rate will be 50% of U.S. net sales until either January 1, 2025 or reaching the $200 million milestone, whichever is earlier. After that, Omeros will receive royalties of 30% of U.S. net sales of OMIDRIA for the life of the U.S. patent. Furthermore, for non-U.S. sales, Omeros will receive a 15% royalty rate on OMIDRIA net sales throughout the respective patent by country. Omeros will also receive a $200 million payment if before January 1, 2025, a separate payment for OMIDRIA is secured for a continuous period of at least four year. Lastly, Omeros will retain accounts receivable from sales before the closing date.
Rayner will acquire the OMIDRIA commercial organization, including its sales force, which Rayner plans to expand in the U.S. and abroad to further strengthen its commercial presence internationally and accelerate U.S. growth. As a result, OMIDRIA will be a crucial component in Rayner’s ophthalmology franchise, which currently includes intraocular lenses, ophthalmic viscoelastic devices and dry eye treatments.
According to the filing, OMIDRIA is “phenylephrine and ketorolac intraocular solution” at 1%/0.3%. It is “the first and only FDA-approved product of its kind and is marketed in the U.S. for use during cataract surgery or intraocular lens replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative pain.”
“OMIDRIA will be an important part of our ophthalmic product portfolio internationally and a key strategic focus for Rayner,” Tim Clover, chief executive officer of Rayner said in a press release. “We look forward to continue growing U.S. sales of OMIDRIA and the rest of our portfolio and to launching EMA-approved OMIDRIA throughout Europe and other regions of the world, consistent with our mission of offering superior products and outcomes for surgeons and their patients.”
“This transaction recognizes both the current and future value that OMIDRIA brings to cataract surgery, affording Omeros a significant ongoing economic interest in the expected growth of OMIDRIA, while allowing us to focus our efforts primarily on our complement franchise of large- and small-molecule MASP-2 and MASP-3 inhibitors as well as on the rest of our innovative pipeline,” Gregory A. Demopulos, M.D., chairman and CEO of Omeros said. “We believe that Rayner, with its expertise and increasingly strong international presence in ophthalmology, represents a great home for OMIDRIA and the products commercial team, and Omeros is committed to assist Rayner, throughout the transition and beyond, to maximize OMIDRIA utilization and revenues.”
The deal, subject to customary closing conditions, is expected to close by the end of the year.
Rayner was advised by Freshfields Bruckhaus Deringer, Rothschild & Co., PWC, LEK Associates, Avalere Health and Emmetropes. Omeros’ advisors were not available at the time of publication..
Prior to the announcement, Omeros’ stock was valued at $6.82 on Dec. 1. On the day of the announcement, Dec. 2, it was valued at $7.32. Approximately a week later, on Dec. 8, the stock was valued at $8.14.
Notably, in June 2021, CVC Capital Partners VIII acquired a majority interest in Rayner for an undisclosed amount from a sale from Phoenix Equity Partners in an effort to help support its international growth.
Rayner’s previous acquisitions include a large stake in Russian material science and medical device company Reper, in 2019 after four years of research and development together to create a proprietary non-glistening material for its RayOne Hydrophobic and in 2015 it acquired the cataract viscoelastic products and some of the research and development portfolio of Aptissen SA.
According to data by UnivDatos Market Insights the global ophthalmic devices market is expected to grow at approximately 5.2% from 2021 to 2026 reaching $46.4 billion by 2026.
