Angelini Pharma has agreed to acquire Coral Gables, Florida-based Catalyst Pharmaceuticals for $31.50 per share in cash, valuing the deal at about $4.1 billion, the companies announced on Thursday. The transaction has been approved by the boards of both companies and is expected to close in the third quarter of 2026, subject to shareholder and regulatory approvals.
At $31.50 per share, the bid carries a 21% premium over where Catalyst stock closed on April 22 — the day before deal speculation first surfaced publicly — and a 28% premium over its 30-day volume-weighted average price as of that date, according to Angelini Pharma.
Traded on Nasdaq $NDAQ since 2006, Catalyst has built its business around therapies for patients with rare neuromuscular and neurological conditions. Its portfolio includes FIRDAPSE, the only FDA-approved treatment for Lambert-Eaton myasthenic syndrome in patients aged six and above; AGAMREE, approved in 2023 for Duchenne Muscular Dystrophy in patients aged two and above; and FYCOMPA, an antiepileptic drug whose U.S. rights Catalyst acquired from Eisai in 2023.
The acquisition represents Angelini Pharma's debut in the United States. Its parent, Angelini Industries Group, traces its roots to Italy in 1919 and has since expanded to 21 countries; the pharma division's therapeutic focus centers on brain health conditions, including mental health and epilepsy. Following the close, Angelini Pharma intends to combine Catalyst's commercial infrastructure with its own brain health portfolio, the company said.
Financing for the deal will involve Blackstone funds alongside other international partners, with BNP Paribas named as sole global coordinator and underwriter of the funding package, Angelini Pharma said. Angelini Pharma expects to fund the acquisition through a combination of cash and debt.
Reuters reported, citing two people with knowledge of the situation, that CDP Equity — a unit of Italian state lender Cassa Depositi e Prestiti — is in line to acquire a minority position in Angelini Pharma via a capital raise tied to the transaction.
"We believe this acquisition will establish Angelini Pharma as a relevant global player in neurological rare diseases," Angelini Pharma CEO Sergio Marullo di Condojanni said in a statement. "Entering the U.S. market will allow us to acquire the scale and capabilities needed to continue this journey."
Catalyst CEO Rich Daly said in a statement that combining the company's rare disease capabilities with Angelini's global reach would create a platform to expand access to treatments and deliver value to shareholders through the cash premium.
Separately, Catalyst also announced on Thursday that it has resolved patent litigation related to a generic challenge to FIRDAPSE, reaching a settlement with Hetero USA. The companies will submit the confidential settlement to the Federal Trade Commission and the Department of Justice for review, and all pending patent litigation between the parties will be terminated.