Paratek Pharmaceuticals has entered into a definitive merger agreement to acquire Optinose for up to $330 million, gaining access to XHANCE (fluticasone propionate), an innovative drug-device combination product for treating chronic rhinosinusitis (CRS). The transaction represents a strategic expansion of Paratek's commercial portfolio beyond its flagship antibiotic NUZYRA (omadacycline) and positions the company as a multi-product specialty pharmaceutical company.
Strategic Acquisition Details
Under the terms of the agreement announced March 19, 2025, Paratek will pay $9 per share in cash upfront, representing a 50% premium to Optinose's closing trading price. Additional consideration of up to $5 per share will be paid through contingent value rights (CVRs) tied to XHANCE achieving specific net revenue milestones: $1 per share if XHANCE reaches $150 million in net sales by December 31, 2028, and $4 per share if it achieves $225 million in net sales by December 31, 2029.
The transaction will be financed through capital from Paratek, B-FLEXION Life Sciences, and Novo Holdings, along with debt financing from funds managed by Oaktree Capital Management. Both companies' boards have unanimously approved the deal, which is expected to close by mid-2025 pending shareholder approval and regulatory clearances.
XHANCE Market Expansion Opportunity
XHANCE represents a significant commercial opportunity following its label expansion in 2024. Originally approved in 2017 for CRS with nasal polyps, the product received additional approval for CRS without nasal polyps, expanding its potential addressable market approximately 10-fold to encompass roughly 10 million patients. This broader indication makes XHANCE the first and only product approved for patients with CRS with or without nasal polyps.
The drug-device combination utilizes Optinose's proprietary Exhalation Delivery System (EDS) to deliver fluticasone propionate, a proven corticosteroid, directly to sites of inflammation in the nasal cavity. This targeted delivery addresses a significant unmet clinical need by improving CRS symptoms while potentially avoiding or delaying more invasive or expensive treatment options.
Commercial Synergies and Market Access
Paratek's acquisition strategy leverages significant commercial synergies between XHANCE and its existing portfolio. Over the past 15 months, Paratek has substantially expanded its primary care field force to achieve national coverage. The majority of primary care physicians that Paratek targets for NUZYRA also treat patients with CRS, creating overlapping call points that the company is uniquely positioned to maximize.
"With its recent label expansion, XHANCE is now the first and only product approved for patients with CRS with or without nasal polyps," said Evan Loh, MD, Chief Executive Officer of Paratek. "The XHANCE indications represent overlapping call points with NUZYRA, creating opportunities for Paratek to broaden reach and awareness beyond specialists to primary care providers that Paratek is uniquely suited to maximize."
Addressing Unmet Medical Need
The acquisition addresses a substantial unmet medical need in chronic rhinosinusitis treatment. While XHANCE was initially commercialized with a focus on ear, nose, and throat (ENT) and allergy specialists, the majority of CRS patients are actually treated by primary care providers. Paratek's expanded commercial infrastructure, combined with Optinose's existing specialist sales expertise, positions the combined company to accelerate awareness and adoption across both specialist and primary care settings.
Ramy Mahmoud, MD, MPH, Chief Executive Officer of Optinose, emphasized the potential for broader patient access: "Paratek, with its robust commercial and medical capabilities, has the potential to rapidly extend awareness of XHANCE to primary care providers who treat the majority of patients with CRS."
Financial and Strategic Impact
The acquisition advances Paratek's vision to become a diversified specialty pharmaceutical company while creating a stronger platform for future product acquisitions. The deal structure, with significant milestone-based payments, aligns the interests of both companies in maximizing XHANCE's commercial potential in the expanded CRS market.
The transaction is expected to close as early as mid-2025, subject to customary closing conditions including Optinose shareholder approval and regulatory clearances. Upon completion, Optinose's common stock will be delisted from the NASDAQ Global Market.
