Esperion to be Acquired by ARCHIMED (Form 8-K)

Esperion to be Acquired by ARCHIMED

Esperion shareholders to receive $3.16 per share in cash at closing, plus the right to participate in up to $100 million in aggregate contingent milestone payments

Represents total equity value of up to approximately $1.1 billion

ANN ARBOR, Mich., May 1, 2026 (GlobeNewsWire) - Esperion Therapeutics (Nasdaq: ESPR) ("Esperion," or the "Company"), a commercial-stage biopharmaceutical company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies, and ARCHIMED ("ARCHIMED"), a leading investment firm focused exclusively on healthcare industries, today announced that they have entered into a definitive agreement under which funds managed by ARCHIMED will acquire Esperion in a transaction valued at up to approximately $1.1 billion in total equity value on a fully diluted basis, assuming full achievement of certain commercial-based milestones.

Under the terms of the agreement, Esperion shareholders will receive $3.16 per share in cash at closing, plus the right to participate in contingent milestone payments of up to $100 million in the aggregate tied to future net sales performance. The upfront cash consideration represents a premium of 58% to Esperion's closing share price on April 30, 2026.

Founded in 2008, Esperion is a commercial-stage biopharmaceutical company focused on bringing new medicines to market that address unmet needs of patients and healthcare professionals. The Company offers unique solutions to combat the risk of cardiovascular disease, which remains the #1 killer of men and women worldwide.

"This transaction marks an exciting new chapter for Esperion, our employees, and the patients and healthcare professionals we serve," said Sheldon Koenig, Chief Executive Officer and member of the Board of Directors of Esperion. "ARCHIMED's acquisition of Esperion provides our shareholders with attractive and immediate upfront value at a compelling premium, while preserving the opportunity to participate in additional upside through contingent milestone payments tied to the future growth of our core cardiometabolic products. With ARCHIMED's support, we believe Esperion will be well positioned to advance our Vision 2040 strategy and continue addressing the global burden of cardiometabolic disease."

"We are excited to partner with Esperion as it enters its next phase of growth," said Justin Bateman, Partner at ARCHIMED. "We believe the Company, in partnership with ARCHIMED, has a strong foundation from which to continue building in cardiovascular and primary care markets."

Transaction Details

Under the terms of the agreement, an affiliate of ARCHIMED will acquire all outstanding shares of Esperion for $3.16 per share in cash at closing, plus one non-tradeable contingent value right (CVR) that will entitle the holder to participate in two contingent milestone payments of up to $100 million in the aggregate as follows:

The Company's Board of Directors has unanimously approved the transaction and recommends that Esperion shareholders vote their shares to approve the transaction. The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions, including approval by Esperion's shareholders and receipt of certain required regulatory approvals. Until that time, Esperion will continue to operate as a separate and independent company.

Following completion of the transaction, Esperion will become a privately held company and its common stock will no longer be listed on the Nasdaq Stock Market.

Debt financing for this transaction will be provided by investment funds managed by Pharmakon Advisors, LP. The transaction is not subject to a financing condition.

Additional information regarding the transaction is included in a Current Report on Form 8-K to be filed by Esperion with the U.S. Securities and Exchange Commission (SEC) today.

First Quarter Conference Call

In light of the announced transaction, Esperion will not host the conference call and webcast to discuss the Company's financial and operating results for the first fiscal quarter of 2026, which was previously scheduled for May 7, 2026. The call is not expected to be rescheduled.

Esperion plans to file its first quarter 2026 results on Form 10-Q on May 7, 2026.

Advisors

Moelis & Company LLC is acting as exclusive financial advisor to ARCHIMED and Sidley Austin LLP is serving as legal advisor. Centerview Partners is acting as exclusive financial advisor to Esperion and Goodwin Procter LLP is serving as legal advisor. Akin Gump LLP is serving as legal advisor to Pharmakon Advisors.

About Esperion

Esperion Therapeutics, Inc. is a commercial-stage biopharmaceutical company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies. The Company leverages deep domain expertise in ACLY biology to develop and commercialize transformative medicines for patients worldwide. Esperion currently markets two oral, once-daily, non-statin therapies for patients struggling to maintain their low-density lipoprotein cholesterol (LDL-C) levels and are at risk of cardiovascular disease.

With a broad U.S. commercial infrastructure and global approvals across more than 40 countries, Esperion is well positioned to serve as a partner-of-choice for global innovators seeking U.S. market access through acquisition, in-license, co-promotion and revenue share opportunities. In tandem, the Company is advancing its leadership in ACLY biology to build a diversified pipeline of novel product candidates, including treatments for Primary Sclerosing Cholangitis and renal diseases. For more information, visit esperion.com and follow Esperion on LinkedIn and X.

About ARCHIMED

With offices in Europe, North America and Asia, ARCHIMED is a leading investment firm focused exclusively on healthcare industries. Its mix of operational, medical, scientific and financial expertise allows ARCHIMED to serve as both a strategic and financial partner to healthcare businesses. Prioritized areas of focus include Animal & Environmental Health, Biopharma Products, Consumer Health, Diagnostics, Healthcare IT, Life Science Tools & Services, and MedTech. ARCHIMED helps partners internationalize, acquire, innovate and expand their products and services. ARCHIMED manages €9 billion across its various funds. Since inception, ARCHIMED has been a committed Impact investor, both directly and through its EURÊKA Foundation. For more information about ARCHIMED, please visit www. ARCHIMED.group.

About Pharmakon Advisors

Pharmakon Advisors, LP is a leading investor in non-dilutive debt for the life sciences industry and is the investment manager of the BioPharma Credit funds. Established in 2009, funds managed by Pharmakon Advisors, LP have committed up to $11 billion across 73 investments.