-- Adds Highly Complementary and Differentiated Medicine with Significant Growth Potential to Collegium's Existing ADHD Portfolio --
-- Enables Greater Impact Across ADHD Patient Communities --
-- AZSTARYS Expected to Generate Over $50 Million in Second Half 2026 Pro Forma Net Revenue --
-- Expected Patent Protection into 2037 --
-- Transaction Expected to be Immediately Accretive to Adjusted EBITDA --
-- Acquisition to Be Funded by Collegium's Cash on Hand and Previously Announced $300 Million Delayed Draw Term Loan --
-- Conference Call Scheduled for Today at 9:00 a.m. ET --
STOUGHTON, Mass. and CAMBRIDGE, Mass., March 19, 2026 (GLOBE NEWSWIRE) -- Collegium Pharmaceutical, Inc. (Nasdaq: COLL) and Corium Therapeutics Holdings, LLC (Corium Therapeutics), today announced a definitive agreement pursuant to which Collegium will acquire AZSTARYS for $650 million in cash with the potential for additional milestone payments up to $135 million depending on future commercial and regulatory milestones.
Corium Therapeutics is a privately held company that, through its subsidiaries, markets and distributes AZSTARYS (serdexmethylphenidate and dexmethylphenidate), a central nervous system $(CNS)$ stimulant prescription medicine used for the treatment of Attention Deficit Hyperactivity Disorder $(ADHD)$ in people 6 years of age and older. It is the first and only ADHD treatment with both immediate release and long-acting medicines in one capsule. The acquisition of AZSTARYS is expected to significantly strengthen Collegium's position in ADHD, further diversifying and bolstering its revenue base.
"The acquisition of AZSTARYS marks a highly strategic addition to our product portfolio -- one that accelerates our growth trajectory while reinforcing our long-standing commitment to improving patient care and delivering shareholder value," said Vikram Karnani, President and Chief Executive Officer. "The addition of AZSTARYS will significantly complement our existing ADHD business while extending revenues into 2037 and beyond. Healthcare providers view both JORNAY PM$(R)$ and AZSTARYS as differentiated medicines that each play an important role in addressing the unmet needs of people with ADHD. This immediately accretive transaction meaningfully advances our ambition to build a leading, diversified biopharmaceutical company."
"Over the past two years, our team has worked hard to establish AZSTARYS as a leading treatment option for patients with ADHD through innovative patient access solutions and analytically driven execution," said Todd Smith, Chief Executive Officer of Corium Therapeutics. "We are proud of the progress that has been achieved and believe Collegium is well positioned to build on that foundation and continue expanding its reach."
Transaction Rationale
-- Strategically aligns with Collegium's mission of building a leading,
diversified biopharmaceutical company by expanding its position in ADHD,
further diversifying its commercial portfolio beyond responsible pain
management.
-- Leverages Collegium's established ADHD commercial infrastructure and
expertise to accelerate AZSTARYS' growth trajectory and drive operational
efficiencies, further strengthening Collegium's financial position
through increased revenue scale and annual run rate synergies expected to
be in excess of $50 million within twelve months post-closing.
-- Strengthens Collegium's position in ADHD. AZSTARYS generated more than
760,000 prescriptions in 2025 and adds a complementary medicine to
Collegium's ADHD portfolio. AZSTARYS is expected to generate over $50
million in second half 2026 pro forma net revenue.
-- Expected to extend the longevity of Collegium's ADHD portfolio as
AZSTARYS is supported by six Orange Book-listed patents, most of which do
not expire until December 2037.
-- Further strengthens Collegium's financial position by expanding its
revenue base, supporting margin expansion, and enhancing future cash flow
generation.
Additional Transaction Details
-- Under the terms of the agreement, Collegium will acquire the AZSTARYS
business for $650 million in cash at closing. Collegium may also pay
Corium Therapeutics up to $135 million in additional consideration if
AZSTARYS achieves certain commercial and regulatory milestones.
-- The all-cash consideration will be funded by a combination of Collegium's
existing cash on hand and $300 million from a delayed draw term loan
which is part of the syndicated credit facility announced by Collegium in
December 2025. The term loan will bear interest at an annual rate equal
to the term Secured Overnight Financing Rate $(SOFR)$ plus a spread based
on the Company's First Lien Net Leverage Ratio (as defined in the Credit
Agreement) ranging from 2.75% to 3.75%. The interest rate upon closing
will be SOFR plus 3.25%.
-- At the close of this transaction, Collegium expects its net leverage to
be approximately two times based on estimated 2026 combined adjusted
EBITDA.
-- Collegium expects this transaction to be immediately accretive to
adjusted EBITDA.
Timing to Close
The transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in the second quarter of 2026, subject to customary closing conditions, including receipt of required regulatory and Hart-Scott-Rodino approvals.
Advisors
Leerink Partners is acting as the exclusive financial advisor to Collegium. Centerview Partners is acting as the exclusive financial advisor to Corium Therapeutics. Goodwin Proctor LLP is serving as M&A legal counsel to Collegium. Sullivan & Cromwell LLP is serving as M&A legal counsel to Corium Therapeutics.
Conference Call Information
The Company will host a conference call and live audio webcast today, March 19, 2026, at 9:00 a.m. ET. To access the conference call, please dial (877) 407-8037 (U.S.) or (201) 689-8037 (International) and reference the "Collegium Pharmaceutical Investor Conference Call." An audio webcast will be accessible from the Investors section of the Company's website: www.collegiumpharma.com. The webcast will be available for replay on the Company's website approximately two hours after the event.
About Collegium Pharmaceutical, Inc.
Collegium is building a leading, diversified biopharmaceutical company committed to improving the lives of people living with serious medical conditions. The Company has a leading portfolio of responsible pain management medications and a rapidly growing neuropsychiatry business driven by JORNAY PM(R) , a differentiated treatment for ADHD. Collegium's strategy includes growing its commercial portfolio, with JORNAY PM as the lead growth driver, and deploying capital in a disciplined manner. Collegium's headquarters are located in Stoughton, Massachusetts. For more information, please visit the Company's website at www.collegiumpharma.com.
Non-GAAP Financial Measures
To supplement our financial results presented on a GAAP basis, we have included information about certain non-GAAP financial measures. We believe the presentation of these non-GAAP financial measures, when viewed with our results under GAAP and the accompanying reconciliations, provide analysts, investors, lenders, and other third parties with insights into how we evaluate normal operational activities, including our ability to generate cash from operations, on a comparable year-over-year basis and manage our budgeting and forecasting. In addition, certain non-GAAP financial measures, primarily adjusted EBITDA, are used to measure performance when determining components of annual compensation for substantially all non-sales force employees, including senior management.
In this press release we discuss the following financial measures that are not calculated in accordance with GAAP.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that represents GAAP net income or loss adjusted to exclude interest expense, interest income, the benefit from or provision for income taxes, depreciation, amortization, stock-based compensation, and other adjustments to reflect changes that occur in our business but do not represent ongoing operations. Adjusted EBITDA, as used by us, may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
There are several limitations related to the use of adjusted EBITDA rather than net income or loss, which is the nearest GAAP equivalent, such as:
-- adjusted EBITDA excludes depreciation and amortization, and, although
these are non-cash expenses, the assets being depreciated or amortized
may have to be replaced in the future, the cash requirements for which
are not reflected in adjusted EBITDA;
-- adjusted EBITDA does not reflect changes in, or cash requirements for,
working capital needs;
-- adjusted EBITDA does not reflect the benefit from or provision for income
taxes or the cash requirements to pay taxes;
-- adjusted EBITDA does not reflect historical cash expenditures or future
requirements for capital expenditures or contractual commitments;
-- we exclude stock-based compensation expense from adjusted EBITDA
although: (i) it has been, and will continue to be for the foreseeable
future, a significant recurring expense for our business and an important
part of our compensation strategy; and (ii) if we did not pay out a
portion of our compensation in the form of stock-based compensation, the
cash salary expense included in operating expenses would be higher, which
would affect our cash position;
-- we exclude impairment expenses from adjusted EBITDA and, although these
are non-cash expenses, the asset(s) being impaired may have to be
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