Dechert Advises Egalet in Iroko Pharmaceutical Acquisition and Planned Reorganization

October 31, 2018

Dechert LLP advised Egalet Corporation (OTCQX: EGLT) ("Egalet"), a fully integrated specialty pharmaceutical company focused on developing, manufacturing and marketing innovative treatments for pain, as it entered into an asset purchase agreement to acquire four FDA-approved, non-narcotic pain products from Iroko Pharmaceuticals, Inc. (Iroko). To facilitate this transaction and reorganize the company’s capital structure, Egalet has initiated proceedings under Chapter 11 of the United States Bankruptcy Code in the District of Delaware.

Pursuant to the agreement, Egalet will acquire three FDA-approved low-dose SoluMatrix® non-steroidal anti-inflammatory products, VIVLODEX® (meloxicam), TIVORBEX® (indomethacin), and ZORVOLEX® (diclofenac), as well as INDOCIN® (indomethacin) oral suspension and suppositories or capsules and SoluMatrix naproxen, a phase 2 product candidate, from Iroko. As consideration for the acquisition, Egalet will issue to Iroko US$45 million in new senior secured notes, 49% of the new Egalet common stock and a royalty payment based upon annual Indocin net sales over US$20.0 million. Egalet management will continue to lead the company upon the closing of the acquisition.

The Dechert team advising Egalet included corporate partner David Rosenthal with associates William Elder, John Alessi and Francesco Salpietro; restructuring partners Michael Sage and Brian Greer with associates Stephen Wolpert, Alaina Heine and Yehuda Goor; intellectual property partner Thomas Rayski; tax partner Joshua Milgrim with associate Amanda Reed; and antitrust associate Beverly Ang.

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