PRINCETON, N.J.—Oyster Point Pharma (Nasdaq: OYST), a leading ophthalmology-focused biopharmaceutical company, yesterday announced that it has entered into a definitive agreement under which it would be acquired by Viatris Inc. (Nasdaq: VTRS), a global health care company. Viatris intends to acquire Oyster Point Pharma as the foundation of its new ophthalmology franchise, recognizing its management team, the strength of Tyrvaya (varenicline solution) Nasal Spray and Oyster Point Pharma’s pipeline, according to a statement released by Oyster Point Pharma.

Under the terms of the agreement, Viatris will commence a tender offer to purchase all outstanding shares of Oyster Point Pharma for $11.00 per share in cash at closing, plus a contingent value right (CVR) for a potential cash payment of up to $2.00 per share upon achievement of specific performance targets by Oyster Point Pharma for full year 2022.

Following the successful closing of the tender offer, Viatris will acquire all remaining shares of Oyster Point Pharma’s common stock that are not tendered into the tender offer through a second-step merger at the same price of $11.00 per share, plus a CVR representing the right to receive up to $2.00 per share.

The transaction was unanimously approved by the Oyster Point Pharma board of directors. It is anticipated to close during the first quarter of 2023 and is subject to customary closing conditions.

“Oyster Point Pharma brings to Viatris the strength of Tyrvaya Nasal Spray, the first and only FDA-approved nasal spray for dry eye in the U.S., an eyecare focused pipeline, and a very experienced team that possesses extensive knowledge of the ophthalmology space from a clinical, medical, regulatory and commercial perspective,” said Michael Goettler, chief executive officer of Viatris.

“Together, we believe we are setting the foundation for the next global ophthalmology leader, accelerating efforts to address the unmet needs of patients with ophthalmic disease and the eyecare professionals who treat them, and positioning Viatris for growth.”

Jeffrey Nau, Ph.D., MMS, president and chief executive officer of Oyster Point Pharma, remarked, “We are pleased to announce Viatris’ proposed acquisition of Oyster Point Pharma, recognizing the exciting opportunities that lie ahead of us. Through our efforts to license our innovations globally, we recognized that Viatris would be an optimal partner with its Global Healthcare Gateway.

"With Viatris’ global capabilities and commitment to ophthalmology, we expect to be able to expand Tyrvaya’s impact on the dry eye landscape and accelerate our exciting pipeline. With our combined sector expertise, innovation, scale, pipeline and global commercial reach, we expect to build a world-class ophthalmology business to meaningfully shape the future of eyecare, to the benefit of patients.”

Oyster Point Pharma launched Tyrvaya in November 2021. The company, based here, has a growing pipeline of clinical and pre-clinical treatments for ocular surface diseases. Three drug candidates are in its pipeline: two investigational therapies for neurotrophic keratopathy, a severe degenerative condition affecting the nerves of the cornea, and another for vernal/atopic keratoconjunctivitis, a severe allergic condition of the eyes.

Given the proposed transaction, Oyster Point Pharma will not be hosting the previously scheduled earnings conference call on Thursday, Nov. 10, 2022.

Centerview Partners LLC is serving as the exclusive financial advisor to Oyster Point Pharma, and Cooley LLP is serving as legal counsel. Citigroup Global Markets Inc. is serving as the exclusive financial advisor to Viatris, and Cravath, Swaine & Moore LLP is serving as legal counsel.