Agile Therapeutics Acquired by Insud Pharma

PRINCETON, N.J., Aug. 26, 2024 — Agile Therapeutics, Inc. ("Agile"), a company focused on women's healthcare, has announced the completion of its acquisition by Insud Pharma, S.L. ("Insud"), a global pharmaceutical group based in Spain. Insud Pharma, with a history spanning over 45 years and a presence in more than 50 countries, acquired Agile through a merger involving its wholly-owned subsidiary. This merger was approved by the former holders of Agile common stock at a special meeting of stockholders on August 22, 2024.

As a result of the acquisition, former shareholders of Agile will receive $1.52 per share in cash, accounting for an approximate total enterprise value of $45 million. Following this transaction, Agile will no longer be listed on any public market, including the OTC QB. The merger agreement, which was definitively signed on June 25, 2024, stipulates that Agile will continue as a surviving company and become an indirect subsidiary of Insud.

The advisors for this transaction included H.C. Wainwright & Co. as the exclusive financial advisor to Agile, and Morgan, Lewis & Bockius LLP serving as Agile's legal advisor. On the side of Insud Pharma and its U.S. subsidiary Exeltis USA, Inc., Loeb & Loeb LLP and RC Law LLP provided legal counsel.

Agile Therapeutics is renowned for addressing unmet healthcare needs of women, particularly in the field of contraception. Its flagship product, Twirla® (levonorgestrel and ethinyl estradiol), is a non-daily prescription contraceptive delivered through a transdermal patch. This product is based on Agile's proprietary Skinfusion® technology, which allows for drug delivery through the skin. Twirla is a once-weekly hormonal contraceptive patch suitable for women with a body mass index (BMI) of less than 30 kg/m2. However, healthcare providers are advised to consider its reduced efficacy in women with a BMI between 25 and 30 kg/m2. Twirla is contraindicated for women with a BMI of 30 kg/m2 or more and for women over the age of 35 who smoke, due to an increased risk of cardiovascular events.

Insud Pharma, a comprehensive pharmaceutical group, operates in various segments of the pharmaceutical industry, including scientific research, development, manufacturing, and marketing of pharmaceutical products. With a global workforce of 9,000 employees and 20 manufacturing plants worldwide, Insud Pharma is committed to enhancing global health through effective, safe, and high-quality pharmacological treatments. The company continues to invest in research and development and employs the latest technology to advance its offerings in both human and animal healthcare.

The acquisition of Agile Therapeutics by Insud Pharma represents a significant expansion of Insud's women's health and contraceptive portfolio, leveraging Agile's innovative products and technologies to better serve the healthcare needs of women globally.